REG - Alliance Bidco Ltd Gresham Technologies - DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE

Gresham TechnologiesAnnouncement

18/04/2024 16:30

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RNS Number : 2230L  Alliance Bidco Ltd  18 April 2024

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

 18 April 2024

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED CASH ACQUISITION

OF

GRESHAM TECHNOLOGIES PLC

BY

ALLIANCE BIDCO LTD

(a company owned indirectly by funds managed or advised by STG Partners, LLC
("STG"))

Update on Letter of Intent given by Amati Global Investors Limited ("Amati")

On 9 April 2024 the boards of Gresham and Bidco made an announcement pursuant
to Rule 2.7 of the Takeover Code (the "Announcement") of a recommended
all-cash acquisition pursuant to which Bidco will acquire the entire issued
and to be issued ordinary share capital of Gresham (the "Acquisition"),
intended to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act (the "Scheme").

As set out in section 9 and Appendix 3 of the Announcement, Gresham had
received a letter of intent from Amati Global Investors Limited to vote in
favour of the Scheme at the Court Meeting and to vote in favour of the Special
Resolution to be proposed at the General Meeting, in respect of a total of
3,189,500 Gresham Shares, representing approximately 3.80 per cent of the
issued ordinary share capital of Gresham as at 8 April 2024, being the Latest
Practicable Date prior to the Announcement (the "Amati Letter of Intent").

On 18 April 2024, Amati confirmed that it made a sale of 1,000,000 Gresham
Shares that were subject to the Amati Letter of Intent (the "18 April Sold
Shares"). Amati informed Bidco that the 18 April Sold Shares comprised Gresham
Shares that were subject to the Amati Letter of Intent.

As a result, following completion of the sale of the sold Shares:

·     the total number of Gresham Shares which are subject to the Amati
Letter of Intent has reduced to 2,189,500 Gresham Shares, representing
approximately 2.61 per cent of the issued share capital of Gresham as at close
of business on 17 April 2024, being the last business date prior to this
announcement; and

·     the total number of Gresham Shares which are subject to irrevocable
undertakings and a letter of intent has reduced to 32,722,666 Gresham Shares,
representing approximately 39.01 per cent of the issued share capital of
Gresham as at close of business on 17 April 2024, being the last business date
prior to this announcement.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Announcement.

 

 Enquiries:

Bidco                                                           Enquiries via William Blair

Marc Bala / Ishan Manaktala / Ben Livingston / Kial Kaiser
 William Blair International, Limited                            +44 (0) 20 7868 4440

(Financial Adviser to STG and Bidco)

Dominic Emery / Hanan Lee / Jakub Lenart / Robert von Martens
 Gresham                                                         +44 (0) 20 7653 0200

Ian Manocha / Tom Mullan
 Houlihan Lokey Advisory Limited                                 +44 (0) 20 7839 3355

(Financial Adviser and Rule 3 Adviser to Gresham)

Mark Fisher / Tim Richardson / Elliot Reader / Jack Durston

 Singer Capital Markets Advisory LLP                             +44 (0) 20 7496 3000

(Corporate Broker to Gresham)

Shaun Dobson / Jen Boorer

 Alma Strategic Communications                                   +44 (0) 20 3405 0205

 (PR Adviser to Gresham)

 Josh Royston / Hilary Buchanan / Will Ellis Hancock

Important notices relating to financial advisers

 William Blair International, Limited ("William Blair"), which is authorised
 and regulated by the Financial Conduct Authority in the United Kingdom, is
 acting exclusively for STG and Bidco and no one else in connection with the
 subject matter of this Announcement and will not be responsible to anyone
 other than STG and Bidco for providing the protections afforded to the clients
 of William Blair, or for providing advice in connection with the subject
 matter of this Announcement. Neither William Blair nor any of its
 subsidiaries, branches or affiliates 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 William
 Blair in connection with the subject matter of this Announcement, any
 statement contained herein or otherwise.

 Houlihan Lokey Advisory Limited ("Houlihan Lokey"), which is authorised and
 regulated by the Financial Conduct Authority in the United Kingdom, is acting
 exclusively as financial adviser and Rule 3 adviser to Gresham and no one else
 in connection with the matters set out in this Announcement and will not be
 responsible to anyone other than Gresham for providing the protections
 afforded to clients of Houlihan Lokey or for providing advice in relation to
 matters referred to in this Announcement. Neither Houlihan Lokey nor any of
 its subsidiaries, branches or affiliates 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
 Houlihan Lokey in connection with this Announcement, any statement contained
 herein or otherwise.

 Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
 authorised and regulated by the Financial Conduct Authority in the United
 Kingdom, is acting exclusively for Gresham and no-one else in connection with
 the subject matter of this Announcement and will not be responsible to anyone
 other than Gresham for providing the protections afforded to clients of Singer
 Capital Markets or for providing advice in relation to the subject matter of
 this Announcement or any other matter referred to in this Announcement.

 Each of William Blair, Houlihan Lokey and Singer Capital Markets have given
 and not withdrawn their consent to the publication of this Announcement with
 the inclusion herein of the references to their respective names and (where
 applicable) advice in the form and context in which they appear.

 Further information

 This Announcement is for information purposes only and is not intended to, and
 does not, constitute or form part of any offer or inducement to sell or an
 invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
 dispose of, any securities or the solicitation of an offer to buy any
 securities, any vote or approval in any jurisdiction pursuant to the
 Acquisition or otherwise. The Acquisition will be implemented solely pursuant
 to the terms of the Scheme Document (or, if the Acquisition is implemented by
 way of an Offer, the Offer Document), which will contain the full terms and
 conditions of the Acquisition, including details of what action is required
 from Gresham Shareholders in respect of the Acquisition. Any decision in
 respect of, or other response to, the Acquisition should be made only on the
 basis of the information in the Scheme Document (or, if the Acquisition is
 implemented by way of an Offer, the Offer Document).

 Gresham and Bidco shall prepare the Scheme Document (or, if the Acquisition is
 implemented by way of an Offer, the Offer Document) to be distributed to
 Gresham Shareholders. Gresham and Bidco urge Gresham Shareholders to read the
 Scheme Document in its entirety (or, if the Acquisition is implemented by way
 of an Offer, the Offer Document) when it becomes available because it will
 contain important information relating to the Acquisition including details of
 how to vote in respect of the Scheme.

 This Announcement does not constitute a prospectus or prospectus equivalent
 document.

 Bidco reserves the right to elect to implement the Acquisition by way of an
 Offer as an alternative to the Scheme (subject to the Panel's consent). In
 such event, the Acquisition will be implemented on substantially the same
 terms, so far as applicable, as those which will apply to the Scheme, subject
 to appropriate amendments to reflect, among other things, the change in method
 of effecting the Acquisition (including, without limitation: (i) the inclusion
 of an acceptance condition set at 90 per cent. of the Gresham Shares to which
 such Offer relates (or such other percentage as Bidco may, subject to the
 rules of the Takeover Code and with the consent of the Panel, decide); and
 (ii) those required by, or deemed appropriate by, Bidco under applicable law).
 Further, if sufficient acceptances of such Offer are received and/or
 sufficient Gresham Shares are otherwise acquired, it is the intention of Bidco
 to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
 acquire compulsorily any outstanding Gresham Shares to which such Offer
 relates.

 If you are in any doubt about the contents of this Announcement or the action
 you should take, you are recommended to seek your own independent financial
 advice immediately from your stockbroker, bank manager, solicitor, accountant
 or independent financial adviser duly authorised under the Financial Services
 and Markets Act 2000 (as amended) if you are resident in the United Kingdom
 or, if not, from another appropriately authorised independent financial
 adviser.

 Overseas Shareholders

 This Announcement has been prepared in accordance with and for the purpose of
 complying with the laws of England and Wales, the Takeover Code, the Market
 Abuse Regulation and the Disclosure Guidance and Transparency Rules and
 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 jurisdictions outside England.

 The release, publication or distribution of this Announcement in or into
 certain jurisdictions other than the United Kingdom may be restricted by law
 and therefore any persons who are subject to the laws of any jurisdiction
 other than the United Kingdom should inform themselves of, and observe, any
 applicable requirements of their jurisdictions.

 The availability of the Acquisition to Gresham Shareholders who are not
 resident in and citizens of the United Kingdom may be affected by the laws
 and/or regulations of the relevant jurisdictions in which they are located or
 of which they are citizens. Persons who are not resident in and citizens of
 the United Kingdom should inform themselves of, and observe, any applicable
 legal or regulatory requirements of their jurisdictions. In particular, the
 ability of persons who are not resident in and citizens of the United Kingdom
 to vote their Scheme Shares with respect to the Scheme at the Court Meeting,
 or to execute and deliver forms of proxy appointing another person to vote at
 the Court Meeting on their behalf, may be affected by the laws of the relevant
 jurisdictions in which they are located or of which they are a citizen.
 Gresham Shareholders who are in any doubt regarding such matters should
 consult an appropriate independent financial adviser in their relevant
 jurisdiction without delay. 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.

 Unless otherwise determined by Bidco or required by the Takeover Code, and
 permitted by applicable law and regulation, participation in 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 in favour of 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 any formal
 documentation 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 any Restricted Jurisdiction and persons receiving this
 Announcement and all such documents relating to the Acquisition (including,
 without limitation, agents, custodians, nominees and trustees) must not,
 directly or indirectly, mail or otherwise forward, distribute or send them in,
 into or from any Restricted Jurisdiction. Doing so may render invalid any
 related purported vote in respect of the Acquisition. If the Acquisition is
 implemented by way of an Offer (unless otherwise permitted by applicable law
 and regulation), the Offer may not be made directly or indirectly, in or into,
 or by the use of mails or any means or instrumentality (including, but not
 limited to, facsimile, e-mail or other electronic transmission, telex or
 telephone) of interstate or foreign commerce of, or of any facility of a
 national, state or other securities exchange of, any Restricted Jurisdiction
 and the Offer may not be capable of acceptance by any such use, means,
 instrumentality or facilities.

 Further details in relation to Overseas Shareholders will be contained in the
 Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
 Offer Document).

 Notice to US investors in Gresham

 Gresham Shareholders in the United States should note that the Acquisition
 relates to the shares of an English company and is proposed to be made by
 means of a scheme of arrangement provided for under, and governed by, the laws
 of England and Wales.

 Neither the proxy solicitation nor the tender offer rules under the U.S
 Securities Exchange Act of 1934, as amended (the "US Exchange Act") will apply
 to the Scheme. Moreover, the Scheme will be subject to the disclosure and
 procedural requirements and practices applicable in the United Kingdom to
 schemes of arrangement, which differ from the disclosure and procedural
 requirements of US tender offer and proxy solicitation rules. If, in the
 future and subject to the consent of the Panel, Bidco exercises the right to
 implement the Acquisition by way of an Offer and determines to extend the
 offer into the United States, the Acquisition will be made in compliance with
 applicable United States laws and regulations, including any applicable
 exemptions under the US Exchange Act. Such an Offer would be made in the
 United States by Bidco and no one else. In accordance with normal United
 Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act,
 Bidco, certain affiliated companies and the nominees or brokers (acting as
 agents) may make certain purchases of, or arrangements to purchase, shares in
 Gresham outside such Offer during the period in which such 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 either in the open market at
 prevailing prices or in private transactions at negotiated prices and would
 comply with applicable law, including, to the extent applicable, the US
 Exchange Act. Any information about such purchases will be disclosed as
 required in the United Kingdom, will be reported to a Regulatory Information
 Service and will be available on the London Stock Exchange website at
 www.londonstockexchange.com.

 The financial information included in this Announcement and the Scheme
 Document (or, if the Acquisition is implemented by way of an Offer, the Offer
 Document) has been or will have been prepared in accordance with generally
 accepted accounting principles of the United Kingdom and thus may not be
 comparable to the financial information of US companies or companies whose
 financial statements are prepared in accordance with generally accepted
 accounting principles in the United States ("US GAAP"). US GAAP differs in
 certain significant respects from accounting standards applicable in the
 United Kingdom. None of the financial information in this document has been
 audited in accordance with auditing standards generally accepted in the United
 States or the auditing standards of the Public Company Accounting Oversight
 Board (United States).

 Neither the Acquisition nor 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
 any such authorities passed upon or determined the adequacy

 or accuracy of the information contained in this Announcement or the merits of
 the Acquisition. Any representation to the contrary is a criminal offence in
 the United States.

 The receipt of consideration by a US holder for the transfer of its Gresham
 Shares pursuant to the Acquisition may be a taxable transaction for US federal
 income tax purposes and under applicable US state and local, as well as non-US
 and other, tax laws. Each Gresham Shareholder is urged to consult their
 independent professional adviser immediately regarding the tax consequences of
 the Acquisition applicable to them, including under applicable US federal,
 state and local, as well as non-US and other, tax laws.

 It may be difficult for US holders of Gresham Shares to enforce their rights
 and any claim arising out of the US federal laws or to enforce against them a
 judgment of a US court predicated upon the securities laws of the United
 Kingdom, since Bidco and Gresham are incorporated in a non-US jurisdiction,
 and some or all of their officers and directors may be residents of countries
 other than the United States. US holders of Gresham Shares may not be able to
 sue a non-US company or its officers or directors in a non-US court for
 violations of the US securities laws. Further, it may be difficult to compel a
 non-US company and its affiliates to subject themselves to a US court's
 judgment.

 Dealing and opening position disclosure requirements

 Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
 per cent. or more of any class of relevant securities of an offeree company or
 of any securities exchange offeror (being any offeror other than an offeror in
 respect of which it has been announced that its offer is, or is likely to be,
 solely in cash) must make an Opening Position Disclosure following the
 commencement of the offer period and, if later, following the announcement in
 which any securities exchange offeror is first identified.

 An Opening Position Disclosure must contain details 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
 offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
 applies must be made by no later than 3.30 p.m. (London time) on the 10th
 Business Day following the commencement of the offer period and, if
 appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
 following the announcement in which any securities exchange offeror is first
 identified. Relevant persons who deal in the relevant securities of the
 offeree company or of a securities exchange offeror prior to the deadline for
 making an Opening Position Disclosure must instead make a Dealing Disclosure.

 Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
 interested in one 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 offeror, 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.

 Opening Position Disclosures must also be made by the offeree company and by
 any offeror and 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). Details of the offeree and offeror companies in
 respect of whose relevant securities Opening Position Disclosures and Dealing
 Disclosures must be made can be found in the Disclosure Table on the Takeover
 Panel's website at 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 an Opening Position Disclosure or a Dealing
 Disclosure.

 Publication on a website

 In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
 and the documents required to be published under Rule 26 of the Takeover Code
 will be made available, subject to certain restrictions relating to persons
 resident in Restricted Jurisdictions, on Gresham's website at
 www.greshamtech.com/invest-in-us by no later than 12 noon (London time) on the
 first Business Day following the date of this Announcement. For the avoidance
 of doubt, neither the contents of this website nor 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 figures that precede them.

Important notices relating to financial advisers

William Blair International, Limited ("William Blair"), which is authorised
and regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for STG and Bidco and no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than STG and Bidco for providing the protections afforded to the clients
of William Blair, or for providing advice in connection with the subject
matter of this Announcement. Neither William Blair nor any of its
subsidiaries, branches or affiliates 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 William
Blair in connection with the subject matter of this Announcement, any
statement contained herein or otherwise.

 

Houlihan Lokey Advisory Limited ("Houlihan Lokey"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser and Rule 3 adviser to Gresham and no one else
in connection with the matters set out in this Announcement and will not be
responsible to anyone other than Gresham for providing the protections
afforded to clients of Houlihan Lokey or for providing advice in relation to
matters referred to in this Announcement. Neither Houlihan Lokey nor any of
its subsidiaries, branches or affiliates 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
Houlihan Lokey in connection with this Announcement, any statement contained
herein or otherwise.

 

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Gresham and no-one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than Gresham for providing the protections afforded to clients of Singer
Capital Markets or for providing advice in relation to the subject matter of
this Announcement or any other matter referred to in this Announcement.

Each of William Blair, Houlihan Lokey and Singer Capital Markets have given
and not withdrawn their consent to the publication of this Announcement with
the inclusion herein of the references to their respective names and (where
applicable) advice in the form and context in which they appear.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be implemented solely pursuant
to the terms of the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of what action is required
from Gresham Shareholders in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document).

Gresham and Bidco shall prepare the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document) to be distributed to
Gresham Shareholders. Gresham and Bidco urge Gresham Shareholders to read the
Scheme Document in its entirety (or, if the Acquisition is implemented by way
of an Offer, the Offer Document) when it becomes available because it will
contain important information relating to the Acquisition including details of
how to vote in respect of the Scheme.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the Panel's consent). In
such event, the Acquisition will be implemented on substantially the same
terms, so far as applicable, as those which will apply to the Scheme, subject
to appropriate amendments to reflect, among other things, the change in method
of effecting the Acquisition (including, without limitation: (i) the inclusion
of an acceptance condition set at 90 per cent. of the Gresham Shares to which
such Offer relates (or such other percentage as Bidco may, subject to the
rules of the Takeover Code and with the consent of the Panel, decide); and
(ii) those required by, or deemed appropriate by, Bidco under applicable law).
Further, if sufficient acceptances of such Offer are received and/or
sufficient Gresham Shares are otherwise acquired, it is the intention of Bidco
to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
acquire compulsorily any outstanding Gresham Shares to which such Offer
relates.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

This Announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules and
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 jurisdictions outside England.

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.

The availability of the Acquisition to Gresham Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws
and/or regulations of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in and citizens of
the United Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in and citizens of the United Kingdom
to vote their Scheme Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver forms of proxy appointing another person to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are a citizen.
Gresham Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their relevant
jurisdiction without delay. 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, participation in 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 in favour of 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 any formal
documentation 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 any Restricted Jurisdiction and persons receiving this
Announcement and all such documents relating to the Acquisition (including,
without limitation, agents, custodians, nominees and trustees) must not,
directly or indirectly, mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).

Notice to US investors in Gresham

Gresham Shareholders in the United States should note that the Acquisition
relates to the shares of an English company and is proposed to be made by
means of a scheme of arrangement provided for under, and governed by, the laws
of England and Wales.

Neither the proxy solicitation nor the tender offer rules under the U.S
Securities Exchange Act of 1934, as amended (the "US Exchange Act") will apply
to the Scheme. Moreover, the Scheme will be subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and procedural
requirements of US tender offer and proxy solicitation rules. If, in the
future and subject to the consent of the Panel, Bidco exercises the right to
implement the Acquisition by way of an Offer and determines to extend the
offer into the United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act. Such an Offer would be made in the
United States by Bidco and no one else. In accordance with normal United
Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act,
Bidco, certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase, shares in
Gresham outside such Offer during the period in which such 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 either in the open market at
prevailing prices or in private transactions at negotiated prices and would
comply with applicable law, including, to the extent applicable, the US
Exchange Act. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com.

The financial information included in this Announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been or will have been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in the
United Kingdom. None of the financial information in this document has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

Neither the Acquisition nor 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
any such authorities passed upon or determined the adequacy

or accuracy of the information contained in this Announcement or the merits of
the Acquisition. Any representation to the contrary is a criminal offence in
the United States.

 

The receipt of consideration by a US holder for the transfer of its Gresham
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each Gresham Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Gresham Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the United
Kingdom, since Bidco and Gresham are incorporated in a non-US jurisdiction,
and some or all of their officers and directors may be residents of countries
other than the United States. US holders of Gresham Shares may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details 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
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one 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 offeror, 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.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and 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). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at 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 an Opening Position Disclosure or a Dealing
Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Gresham's website at
www.greshamtech.com/invest-in-us by no later than 12 noon (London time) on the
first Business Day following the date of this Announcement. For the avoidance
of doubt, neither the contents of this website nor 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 figures that precede them.

 

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