REG - Searchlight Cap Prtn Gresham House PLC - Announcement re Update on Financing Arrangements

Gresham HouseAnnouncement

30/11/2023 07:15

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RNS Number : 1381V  Searchlight Capital Partners UK,LLP  30 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 November 2023

 

RECOMMENDED FINAL* CASH OFFER

for

GRESHAM HOUSE PLC ("GRESHAM HOUSE")

by

SEED BIDCO LIMITED ("BIDCO")

which is a company controlled by funds advised by

Searchlight Capital Partners, L.P. and its affiliates

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Update on Financing Arrangements

On 17 July 2023, the boards of directors of Gresham House and Bidco, a newly
incorporated entity formed by funds advised by Searchlight Capital Partners,
L.P. and its affiliates ("Searchlight") for the purposes of making an offer
for Gresham House, made an announcement pursuant to Rule 2.7 of the Takeover
Code (the "Rule 2.7 Announcement") that they had reached agreement on the
terms and conditions of a recommended final* cash offer for the entire issued
and to be issued ordinary share capital of Gresham House by Bidco (the
"Acquisition"), to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition was published and made
available to Gresham House Shareholders on 4 August 2023 (the "Scheme
Document"). Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme Document.

On 30 August 2023, the Scheme was approved by the Scheme Shareholders at the
Court Meeting and General Meeting. As at 22 November 2023, all of the
regulatory Conditions set out in paragraphs 3(a) to 3(u) in Part A of Part III
of the Scheme Document had been satisfied or waived.

The Acquisition remains subject to the Court's sanction of the Scheme at the
Court Hearing, which is expected to take place on 13 December 2023, a delivery
of a copy of the Court Order to the Registrar of Companies and the
satisfaction or (if capable of waiver) waiver of the remaining Conditions set
out in Part III of the Scheme Document. An updated expected timetable of
principal events was published on 23 November 2023.

Entry into Senior Facilities Agreement

In the Scheme Document (see Part II, section 3), it was stated that the Cash
Consideration will be financed by a combination of equity to be invested by
the Searchlight Funds and debt to be provided under the Interim Facilities
Agreement entered into on 17 July 2023 by (amongst others) Bidco as company,
the original interim lenders named therein and Ares Management Limited
("Ares") as interim facility agent and interim security agent.

Bidco announces that, on 27 November 2023, the following documents have been
entered into: (i) a senior facilities agreement between, amongst others, Bidco
as company and Ares as agent and as security agent (the "Senior Facilities
Agreement"), which replaces the Interim Facilities Agreement; (ii) an
intercreditor agreement between, amongst others, Bidco as company and Ares as
senior agent and as security agent (the "Intercreditor Agreement"); (iii) an
upfront fee letter from the lenders named therein to Bidco as company (the
"Upfront Fee Letter"), which replaces the fee letter dated 17 July 2023 from
APC Holdings I, L.P. to Bidco as company; (iv) a RCF upfront fee letter from
the lender named therein to Bidco as company (the "RCF Upfront Fee Letter");
(v) an agency fee letter from Ares as agent and as security agent to Bidco as
company (the "Agency Fee Letter"), which replaces the interim agency fee
letter dated 17 July 2023 from Ares as interim facility agent and as interim
security agent to Bidco as company; (vi) a security interest agreement between
Midco as debtor and Ares as secured party (the "Shares SIA"), which replaces
the interim security interest agreement dated 17 July 2023 between Midco as
debtor and Ares as secured party; (vii) a security interest agreement between
Bidco as debtor and Ares as secured party (the "Accounts SIA"); (viii) a
conditions precedent status letter from Ares as agent to Bidco as company (the
"CP Status Letter"); and (ix) certain other ancillary documents related
thereto. Dean Street Advisers and Rothschild & Co in their capacities as
joint financial advisers to Bidco, are satisfied that sufficient resources are
available to Bidco to satisfy in full the cash consideration payable to Scheme
Shareholders under the terms of the Acquisition.

A copy of the Senior Facilities Agreement, the Intercreditor Agreement, the
Upfront Fee Letter, the RCF Upfront Fee Letter, the Agency Fee Letter, the
Shares SIA, the Accounts SIA, the CP Status Letter and certain other ancillary
documents related thereto will be available on Gresham House's website at
https://greshamhouse.com/ghe-plc-offer/
(https://greshamhouse.com/ghe-plc-offer/) .

Enquiries:

 Searchlight                                                        +44 (0)20 7290 7910

 James Redmayne

 Giles Marshall

 Jonathan Laloum

 Dean Street Advisers (Financial Adviser to Searchlight and Bidco)  +44 (0)20 3818 8520

 Mervyn Metcalf

 Graeme Atkinson

 Rothschild & Co (Financial Adviser to Searchlight and Bidco)       +44 (0)20 7280 5000

 Ravi Gupta

 Christopher Kaladeen

 Peter Brierley

 David Morrison

 Prosek Partners (PR Adviser to Searchlight and Bidco)              +44 (0)20 3890 9193

 Evangeline Barata

 

Important notices

Dean Street Advisers Limited ("Dean Street Advisers"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Searchlight and Bidco in connection with the matters set out
in this Announcement and for no one else and will not be responsible to anyone
other than Searchlight and Bidco for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out in this
Announcement. Neither Dean Street Advisers nor any of its subsidiaries,
branches or affiliates and their respective directors, officers, employees or
agents owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Dean Street Advisers in
connection with this Announcement, any statement contained herein or
otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Searchlight and Bidco in connection with
the matters set out in this Announcement and for no one else and will not be
responsible to anyone other than Searchlight and Bidco for providing the
protections afforded to its clients nor for providing advice in relation to
the matters set out in this Announcement. Neither Rothschild & Co nor any
of its subsidiaries, branches or affiliates and their respective directors,
officers, employees or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this Announcement, any statement
contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document published and posted to Gresham House Shareholders on 4 August 2023
which contains the full terms and Conditions of the Acquisition, including
details of how to vote in respect of the Acquisition.

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of other jurisdictions.

Gresham House and Bidco urge Gresham House Shareholders to read the Scheme
Document because it contains important information relating to the
Acquisition. Any decision to vote in respect of the resolutions to be proposed
at the Court Meeting and the General Meeting should be based on the
information contained in the Scheme Document.

Each Gresham House Shareholder is advised to consult their independent
professional adviser regarding the tax consequences to them (or to their
beneficial owners) of the Acquisition.

This Announcement contains inside information in relation to Gresham House for
the purposes of Article 7 of the Market Abuse Regulation. Upon publication of
this Announcement, this information is now considered to be in the public
domain.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

The Acquisition relates to shares of an English company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
Bidco were to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco, certain
affiliated companies and the nominees or brokers (acting as agents) of Bidco
may make certain purchases of, or arrangements to purchase, shares in Gresham
House outside such Takeover Offer during the period in which such Takeover
Offer would remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the
information contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.

Gresham House's financial statements, and all financial information that is
included in this Announcement, or is included in the Scheme Document, have
been prepared in accordance with accounting standards applicable in the United
Kingdom and may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.

Unless otherwise determined by Bidco or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote, or
procure the vote, in favour of the Scheme and the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.

The availability of the Acquisition to Gresham House Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the FCA and the AIM Rules.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offerors, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel's website at www.thetakeoverpanel.org.uk,
(http://www.thetakeoverpanel.org.uk/) including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make a Dealing Disclosure.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Rothschild & Co and Dean Street Advisers
and their respective affiliates may continue to act as exempt principal
traders in Gresham House securities on AIM. These purchases and activities by
exempt principal traders which are required to be made public in the United
Kingdom pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. (http://www.londonstockexchange.com/) This
information will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule
26.1 of the Code will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Gresham House's website at www.greshamhouse.com/ghe-plc-offer
(http://www.greshamhouse.com/ghe-plc-offer) and on Bidco's website at
www.seed-offer.com (http://www.seed-offer.com) by no later than 12.00 p.m. on
the Business Day following the date of this Announcement.

Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

 

 

 

 

______________________________

* The financial terms of the Acquisition are final and will not be increased,
except that Bidco reserves the right to increase the Acquisition Price where:
(i) there is an announcement of a possible offer or a firm intention to make
an offer for Gresham House by any third party; or (ii) the Panel otherwise
provides its consent.

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