REG - Alliance Bidco Ltd Gresham Technologies - Offer for Gresham Technologies plc
09/04/2024 07:00
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RNS Number : 8235J Alliance Bidco Ltd 09 April 2024
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 April 2024
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"))
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
● The boards of Alliance Bidco Ltd ("Bidco") and Gresham Technologies plc
("Gresham") are pleased to announce they have reached agreement on the terms
and conditions of a recommended cash offer by Bidco for the entire issued and
to be issued ordinary share capital of Gresham (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006.
● Under the terms of the Acquisition, each Gresham Shareholder will be entitled
to receive:
for each Gresham Share: 163 pence in cash (the "Cash Offer")
● In addition, prior to the Effective Date the Gresham Directors intend to
declare and settle an interim dividend in respect of the year ended 31
December 2023 of 0.75 pence per Gresham Share (the "Permitted Dividend").
● The Cash Offer and the Permitted Dividend together aggregate to 163.75 pence
per Gresham Share which represents a premium of approximately:
○ 26.94 per cent. to the closing price of 129.00 pence per Gresham Share on 8
April 2024 (being the Last Practicable Date);
○ 31.42 per cent. to the volume weighted average price of 124.60 pence per
Gresham Share for the three months to 8 April 2024 (being the Last Practicable
Date); and
○ 33.24 per cent. to the volume weighted average price of 122.90 pence per
Gresham Share for the six months to 8 April 2024 (being the Last Practicable
Date).
● The Acquisition values the entire issued and to be issued ordinary share
capital of Gresham at approximately £146.7 million on a fully diluted basis
and implies an enterprise value of approximately £141.9 million which equates
to a multiple of 30.8 times the Gresham Directors' estimate of Gresham's
FY2023 adjusted cash EBITDA.
● STG, Bidco and Gresham have agreed to the declaration and payment of the
Permitted Dividend without any reduction to the Cash Offer. If, on or after
the date of this Announcement and before the Effective Date, any dividend
and/or other distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of Gresham Shares (other than the Permitted
Dividend), Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition by an amount up to the aggregate amount of such
dividend and/or distribution and/or return of capital, in which case any
reference in this Announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Acquisition. In such circumstances, Gresham Shareholders will be entitled to
retain any such dividend, distribution or other return of capital declared,
made or paid or which becomes payable.
● The Acquisition is intended to be effected by way of a Scheme. However, Bidco
reserves the right to elect to implement the Acquisition by way of an Offer
(subject to the consent of the Panel).
● The Acquisition is conditional on, inter alia, the approval of Gresham
Shareholders and subject to the further Conditions and terms set out in
Appendix 1 to this Announcement (which will be set out in full in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document)).
● The terms of the Acquisition will be put to Gresham Shareholders at the Court
Meeting and the General Meeting. The Court Meeting and the General Meeting are
required to enable Gresham Shareholders to consider and, if thought fit, vote
in favour of the Scheme and the resolutions to implement the Scheme. In order
to become Effective, the Scheme must be approved at the Court Meeting by a
majority in number of Scheme Shareholders, present and voting (to the extent
permitted pursuant to the Takeover Code, applicable law or the direction or
order of the Court whose sanction is required for the Scheme), whether in
person or by proxy, representing at least 75 per cent. of the votes attached
to the Scheme Shares cast by those Scheme Shareholders at the Court Meeting.
The Scheme also requires the passing at the General Meeting of the Special
Resolution. The General Meeting is expected to take place immediately after
the Court Meeting. The Special Resolution is to authorise the Gresham
Directors to give effect to the Scheme and deal with certain ancillary
matters, and requires the approval by Gresham Shareholders representing at
least 75 per cent. of the votes cast at the General Meeting (either in person
or by proxy).
Recommendation
● The Gresham Directors, who have been so advised by Houlihan Lokey as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Gresham Directors,
Houlihan Lokey has taken into account the commercial assessments of the
Gresham Directors. Houlihan Lokey is providing independent financial advice to
the Gresham Directors for the purposes of Rule 3 of the Takeover Code.
● Accordingly, the Gresham Directors intend unanimously to recommend that
Gresham Shareholders vote in favour of the Scheme at the Court Meeting and in
favour of the Special Resolution to be proposed at the General Meeting (or in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of the Offer), as the Gresham Directors who are interested
in Gresham Shares have irrevocably undertaken to do in respect of their own
beneficial holdings (and those of their connected persons) amounting, in
aggregate, to 446,986 Gresham Shares representing approximately 0.53 per cent.
of the ordinary share capital of Gresham in issue on the Last Practicable
Date. Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in Appendix 3 to
this Announcement.
Background to and reasons for the Gresham Directors' recommendation
● The Gresham Board remains confident in the execution of its strategy for
Gresham and in the potential for further value creation for Gresham
Shareholders over the longer term. However, it recognises that uncertainties
and risks exist to the delivery of that strategy in the short to medium-term,
many of which are beyond Gresham's control. In particular, the Gresham Board
would highlight the current challenging nature of Gresham's end markets, which
are consolidating and where customers are slower to replace legacy
technologies with modern alternatives, which can impact Gresham's sales
pipeline.
● The Gresham Board's stated ambition to scale Gresham's core software business
and become a £100 million annual recurring revenue business is reliant, not
only on Gresham's ability to successfully compete for accretive acquisitions
but also on significant investment in Research & Development and Sales
& Marketing to maintain Gresham's competitive position, fully capitalise
on innovations such as Floe and deliver consistently high levels of organic
growth. The Gresham Board notes that the growth in Clareti Control ARR has
slowed in recent months. Competition remains intense and the Gresham Board
notes that many of Gresham's competitors are often larger, privately owned,
free from the constraints and requirements of the public markets and backed
with substantial financing. The Gresham Board believes that, if Gresham cannot
effectively fund high levels of organic growth and participate materially in
the expected consolidation of the financial services data management software
market, its competitive advantage in global financial markets is likely to be
impacted over the medium to long term.
● On the basis of a net cash position of £4.8 million as at 31 December 2023,
the Cash Offer values Gresham at 12.9 times adjusted EBITDA and 30.8 times
adjusted cash EBITDA for the year ended 31 December 2023 as estimated by the
Gresham Board and detailed further in paragraph 8 of this Announcement. Having
sought to obtain competitive alternative proposals, the Gresham Board
considers the above multiples to be attractive.
● In addition, the Gresham Board recognises that the market in Gresham Shares is
relatively illiquid, with average daily volumes traded during the twelve-month
period ended 8 April 2024 being only 107,615 Gresham Shares. This low level of
liquidity can make it challenging for Gresham Shareholders to monetise their
holdings in the market should they so wish.
● The Gresham Board believes that the Cash Offer will provide Gresham
Shareholders with the opportunity to receive an immediate and certain value
per Gresham Share in cash at a fair premium (of 26.94 per cent. to the closing
price of a Gresham Share on 8 April 2024, the Last Practicable Date) that may
not otherwise be available and would, in any event, be subject to the
successful execution of Gresham's strategy and the realisation of its
longer-term growth prospects.
● The Gresham Board notes that Kestrel Partners LLP, which has a representative
on the Gresham Board and is Gresham's largest shareholder with an interest in
approximately 23.85 per cent. of the issued Gresham Shares, is supportive of
the Acquisition and has given an irrevocable undertaking to Bidco to vote in
favour of the Scheme. The Gresham Board also notes that Bidco have received
irrevocable undertakings and letters of intent to vote in favour of the Scheme
from Gresham Shareholders, including Kestrel Partners LLP, over, in aggregate,
45.42 per cent. of the issued Gresham Shares. This level of shareholder
support for the Acquisition is indicative, in the Gresham Board's opinion, of
the challenges Gresham faces in optimising shareholder value as a standalone,
small cap listed entity.
● Accordingly, after careful consideration, the Gresham Board intends
unanimously to recommend that Gresham Shareholders vote in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting.
Background to and reasons for the Acquisition
● Bidco believes the Acquisition represents a compelling opportunity to acquire
an attractive and well-established business providing post-trade processing
solutions to capital markets participants. Gresham is well-positioned as a
data control, reconciliation and post-trade workflow vendor to the financial
services sector across the EMEA, North America and APAC regions.
● Bidco also believes that the Acquisition represents an exciting opportunity to
combine Gresham with its portfolio company, Alveo, which Bidco acquired in
January 2023 with the aim of building a global and differentiated enterprise
data management and governance platform for the capital markets tech
ecosystem. Alveo is an enterprise data management software platform that is
uniquely focused on providing cleansing, validating and normalising market,
pricing, and reference data for distribution to various systems within the
post-trade processing ecosystem. Bidco views Gresham, which offers separate
non-competing functionality, as an important step towards building a platform
of scale, which will expand the use cases from market and pricing data to
serving operational trade, position, and cash. The combination of Gresham and
Alveo is expected to expand the combined business' value proposition to
collect, control and ensure the quality of the critical datasets required by
capital markets participants to mitigate operational and financial risk,
whilst maintaining compliance with increasing regulatory scrutiny.
● Gresham has a blue-chip customer base and has a track record of customer
growth and, in conjunction with STG and Alveo, Bidco expects to leverage its
extensive global network, resources and experience to achieve greater client
penetration in the end markets that Gresham currently serves.
● Bidco recognises the investment and progress the Gresham management team has
made over recent years, driven by organic product innovation and several
acquisitions that have created a portfolio which includes next-generation,
SaaS-based, mission-critical products; in particular, the development and
scaling of Clareti Control and, more recently, Floe, Gresham's next-generation
smart bank account platform. Bidco sees Clareti Control, which has
increasingly contributed a larger share of Gresham Group revenues over time,
as a bespoke product in the financial services reconciliation market with
robust capabilities in both inter-system reconciliations ("non-standardised"
reconciliations) and cash/nostro and securities reconciliations
("standardised" reconciliations). Bidco believes Gresham, with its support,
will realise its full potential. The Gresham target market, whilst challenging
near term, exhibits durable market tailwinds driven by an accelerating
adoption of cloud and business demand for automation solutions. Bidco also
believes that the additional scale from a combination with Alveo will enable a
more effective sales execution whilst optimising operating costs.
● Bidco believes the combination of Gresham and Alveo could enjoy accelerated
growth through a common go-to-market strategy; Gresham and Alveo both focus on
critical albeit distinct capital markets solutions where requisite demand is
driven by regulatory compliance and requirements for risk mitigation, workflow
optimisation and cost reduction through adoption of cloud software and managed
services.
● The combined segments for Alveo's pricing data on the one hand, and Gresham's
reconciled trade data on the other, fuels essential processing systems and
offers a potential for cross-sell opportunities. Bidco anticipates that the
combination will enable the relevant product offerings to become embedded more
deeply into capital markets workflows and further benefit from a common
Data-as-a-Service (DaaS) and Managed Services infrastructure.
● In summary, Bidco believes that Gresham is a highly complementary business to
Alveo, with clear alignment in purpose and values, and the Acquisition is an
exciting opportunity to expand and enhance the separate solutions and services
offered to both companies' customers and the broader capital markets industry.
Irrevocable Undertakings and Letters of Intent
● In total, including the irrevocable undertakings from the Gresham Directors
described below, Bidco has received irrevocable undertakings to vote (or,
where applicable, procure voting) in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of, in aggregate, 24,772,833 Gresham
Shares, representing approximately 29.54 per cent. of the existing issued
ordinary share capital of Gresham as at the Last Practicable Date.
● The Gresham Directors have irrevocably undertaken to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of their own beneficial holdings (and
those of their connected persons) amounting to, in aggregate, 446,986 Gresham
Shares, representing approximately 0.53 per cent. of the existing issued
ordinary share capital of Gresham as at the Last Practicable Date.
● Bidco has also received irrevocable undertakings from Kestrel Partners LLP and
Herald Investment Trust plc to vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General Meeting (or
in the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) in respect of, in aggregate, 24,325,847
Gresham Shares, representing approximately 29.00 per cent. of the existing
issued ordinary share capital of Gresham as at the Last Practicable Date.
● Bidco has also received non-binding and revocable letters of intent from
Schroder Investment Management Limited, Amati Global Investors Limited and J O
Hambro Capital Management Limited to vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General Meeting (or
in the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) in respect of, in aggregate, 13,325,000
Gresham Shares, representing approximately 15.89 per cent. of the existing
issued ordinary share capital of Gresham as at the Last Practicable Date.
● Therefore, Bidco has received irrevocable undertakings and letters of intent
in respect of, in aggregate, 38,097,833 Gresham Shares, representing
approximately 45.42 per cent. of the existing issued ordinary share capital of
Gresham as at the Last Practicable Date.
● Further details of these irrevocable undertakings and the letters of intent
are set out at in Appendix 3 to this Announcement.
Information relating to Bidco and STG
● Bidco is a private limited company incorporated in England and Wales on 19
December 2022 and is owned indirectly by funds managed or advised by STG.
Bidco was formed for the purposes of the purchase of Alveo in January 2023 and
is the holding company of Alveo.
● STG is a strategic private equity firm with over 20 years' experience
investing in enterprise software and data-centric companies. STG's portfolio
is currently comprised of approximately 29 international technology companies,
which collectively have more than 13,000 employees. Today STG has
approximately USD 10 billion under management.
Information relating to Gresham
● Gresham is a bespoke software company that specialises in providing real-time
solutions for data integrity and control, banking integration, payments and
cash management. Its customers include some of the world's largest financial
institutions and corporates, all of whom are served locally from offices
located in the United Kingdom, Europe, North America and Asia Pacific.
● Gresham's award-winning Clareti software platform is highly flexible and
scalable, available on-site or in the cloud, and designed to address its
customers' most challenging financial control, risk management, data
governance and regulatory compliance problems.
● Gresham will publish its annual report and audited accounts for the year ended
31 December 2023 on or prior to 30 April 2024.
Timetable and conditions
● It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(although Bidco reserves the right to implement the Acquisition by way of an
Offer, subject to the consent of the Panel).
● Accordingly, the terms of the Acquisition will be put to Gresham Shareholders
at the Court Meeting and the General Meeting. In order to become Effective,
the Scheme must be approved at the Court Meeting by a majority in number of
Scheme Shareholders, present and voting (to the extent permitted pursuant to
the Takeover Code, applicable law or the direction or order of the Court whose
sanction is required for the Scheme), whether in person or by proxy,
representing at least 75 per cent. of the votes attached to the Scheme Shares
cast by those Scheme Shareholders. The Scheme also requires the passing at the
General Meeting of the Special Resolution. The General Meeting is expected to
take place immediately after the Court Meeting. The Special Resolution is to
authorise the Gresham Directors to give effect to the Scheme and deal with
certain ancillary matters, and requires the approval by Gresham Shareholders
representing at least 75 per cent. of the votes cast at the General Meeting
(either in person or by proxy).
● The Acquisition is conditional on, amongst other things, the receipt or waiver
of foreign investment clearance in the United Kingdom, the United States,
Australia and Luxembourg.
● The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer Document). Full details of the Acquisition will be provided
in the Scheme Document. It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Meetings,
together with the associated forms of proxy, will be despatched to Gresham
Shareholders as soon as reasonably practicable and, in any event, within 28
days of this Announcement (or such later time as Gresham, Bidco and the Panel
may agree) and the Meetings are expected to be held shortly thereafter. An
expected timetable of key events relating to the Acquisition will be provided
in the Scheme Document. Subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, the Scheme Document will also be made
available on Gresham's website at www.greshamtech.com/invest-in-us.
● The Scheme is expected to become Effective during the third quarter of the
calendar year 2024, subject to the satisfaction or (where applicable) waiver
of the Conditions.
Commenting on the Acquisition, Richard Last, Chairman of Gresham, said:
"We believe the Cash Offer provides a good opportunity for Gresham
Shareholders to realise fair and certain value and an exciting way for Gresham
to compete more effectively in its global markets and to continue the Clareti
journey started over a decade ago."
Commenting on the Acquisition, Marc Bala, Managing Director at STG and a
director of Bidco, said:
"We couldn't be more excited about bringing together two leading financial
technology providers and leveraging the respective strengths of each company
to drive greater value for our combined customers. By combining Gresham with
Alveo we will create a capital markets data management specialist that offers
clients greater scale and a range of solutions to facilitate their business
processes. We look forward to welcoming Gresham to the STG family."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices. The Acquisition will be subject
to the Conditions and other terms set out in this Announcement and to the full
terms and conditions which will be set out in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document). The
Conditions to, and certain further terms of, the Acquisition are set out in
Appendix 1 to this Announcement. The sources and bases of calculation of
certain information contained in this Announcement are set out in Appendix 2
to this Announcement. Details of irrevocable undertakings and letters of
intent received by Bidco are set out in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix 4 to this
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
Paul Hastings (Europe) LLP is acting as legal adviser to STG and Bidco.
Taylor Wessing LLP is acting as legal adviser to Gresham.
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.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Gresham contain certain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Bidco
and Gresham about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Gresham (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Forward-looking statements often, but not always, use words
such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning or derivatives thereof.
These statements are based on assumptions and assessments made by Gresham
and/or Bidco in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements and as such are qualified in their entirety. These
factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in
the behaviour of other market participants; changes in the anticipated
benefits from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries in which
Bidco and Gresham operate, weak, volatile or illiquid capital and/or credit
markets, changes in the degree of competition in the geographic and business
areas in which Bidco and Gresham operate and changes in laws or in supervisory
expectations or requirements.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Gresham's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Gresham's business.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause the actual results,
performance or achievements of Gresham to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or disposals.
No member of Gresham, nor any of its associates, directors, officers,
employees or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place any reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither Gresham nor Bidco assumes any
obligation to update or correct the information contained in this Announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.
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.
No profit forecasts, estimates or quantified benefits statements
Save for the profit estimates set out in paragraph 8.1 of this Announcement,
no statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or future earnings per share of or dividends or future dividends per share of
Gresham for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Gresham.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Gresham Shareholders,
persons with information rights and participants in the Gresham Share Plans
may request a hard copy of this Announcement by contacting Gresham's
registrars, Equiniti on +44 (0)371 384 2050. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
08:30 - 17:30, Monday to Friday excluding public holidays in England and
Wales; or (ii) by submitting a request in writing to Equiniti at Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA. Please note that Equiniti cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who receive a copy
of this Announcement in electronic form or via a website notification, a hard
copy of this Announcement will not be sent unless so requested. Such persons
may also request that all future documents, announcements and information to
be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Gresham Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Gresham may
be provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily
the remaining Gresham Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase Gresham Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Gresham confirms that, as
at 8 April 2024 (being the Last Practicable Date), it had 83,874,458 ordinary
shares of 5 pence each ("Ordinary Shares") in issue and admitted to trading on
the Main Market of the London Stock Exchange. Gresham does not hold any
Ordinary Shares in treasury. The International Securities Identification
Number (ISIN) for the Ordinary Shares is GB0008808825.
Disclaimer
The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. The information contained
herein is not for publication or distribution to persons in the United States.
Any securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold without registration thereunder or pursuant to an available exemption
therefrom. Any offering of securities to be made in the United States would
have to be made by means of an offering document that would be obtainable from
the issuer or its agents and would contain detailed information about the
issuer of the securities and its management, as well as financial information.
The securities may not be offered or sold in the United States absent
registration or an exemption from registration. The Acquisition will be
subject to English law, the jurisdiction of the Court, and the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Registrar of Companies.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
9 APRIL 2024
RECOMMENDED CASH ACQUISITION
OF
GRESHAM TECHNOLOGIES PLC
BY
ALLIANCE BIDC LTD
(a company owned indirectly by funds managed or advised by STG Partners, LLC
("STG"))
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Alliance Bidco Ltd ("Bidco") and Gresham Technologies plc
("Gresham") are pleased to announce that they have reached agreement on the
terms and conditions of a recommended offer by Bidco for the entire issued and
to be issued ordinary share capital of Gresham (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (although Bidco
reserves the right to effect the Acquisition by way of an Offer, subject to
the consent of the Panel).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and the full
terms and conditions to be set out in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document), each
Gresham Shareholder will be entitled to receive:
for each Gresham Share: 163 pence in cash (the "Cash Offer")
In addition, prior to the Effective Date the Gresham Directors intend to
declare and settle an interim dividend in respect of the year ended 31
December 2023 of 0.75 pence per Gresham Share (the "Permitted Dividend").
The Cash Offer and the Permitted Dividend together aggregate to 163.75 pence
per Gresham Share which represents a premium of approximately:
● 26.94 per cent. to the closing price of 129.00 pence per Gresham Share on 8
April 2024 (being the Last Practicable Date);
● 31.42 per cent. to the volume weighted average price of 124.60 pence per
Gresham Share for the three months to 8 April 2024 (being the Last Practicable
Date); and
● 33.24 per cent. to the volume weighted average price of 122.90 pence per
Gresham Share for the six months to 8 April 2024 (being the Last Practicable
Date).
The Acquisition values the entire issued and to be issued ordinary share
capital of Gresham at approximately £146.7 million on a fully diluted basis
and implies an enterprise value of approximately £141.9 million which equates
to a multiple of 30.8 times the Gresham Directors' estimate of Gresham's
FY2023 adjusted cash EBITDA.
The Scheme Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre-emption
and any other interest of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the rights
to receive and retain in full all dividends and distributions (if any)
announced, declared, made or paid with a record date on or after the Scheme
Record Time.
STG, Bidco and Gresham have agreed to the declaration and payment of the
Permitted Dividend without any reduction to the Cash Offer. If, on or after
the date of this Announcement and before the Effective Date, any dividend
and/or other distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of Gresham Shares (other than the Permitted
Dividend), Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition by an amount up to the aggregate amount of such
dividend and/or distribution and/or return of capital, in which case any
reference in this Announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Acquisition. In such circumstances, Gresham Shareholders will be entitled to
retain any such dividend, distribution or other return of capital declared,
made or paid or which becomes payable.
3. Background to and reasons for the Acquisition
Bidco believes the Acquisition represents a compelling opportunity to acquire
an attractive and well-established business providing post-trade processing
solutions to capital markets participants. Gresham is well-positioned as a
data control, reconciliation and post-trade workflow vendor to the financial
services sector across the EMEA, North America and APAC regions.
Bidco also believes that the Acquisition represents an exciting opportunity to
combine Gresham with its portfolio company, Alveo, which Bidco acquired in
January 2023 with the aim of building a global and differentiated enterprise
data management and governance platform for the capital markets tech
ecosystem. Alveo is an enterprise data management software platform that is
uniquely focused on providing cleansing, validating and normalising market,
pricing, and reference data for distribution to various systems within the
post-trade processing ecosystem. Bidco views Gresham, which offers separate
non-competing functionality, as an important step towards building a platform
of scale, which will expand the use cases from market and pricing data to
serving operational trade, position, and cash. The combination of Gresham and
Alveo is expected to expand the combined business' value proposition to
collect, control and ensure the quality of the critical datasets required by
capital markets participants to mitigate operational and financial risk,
whilst maintaining compliance with increasing regulatory scrutiny.
Gresham has a blue-chip customer base and has a track record of customer
growth and in conjunction with STG and Alveo, Bidco expects to leverage its
extensive global network, resources and experience to achieve greater client
penetration in the end markets that Gresham currently serves.
Bidco recognises the investment and progress the Gresham management team has
made over recent years, driven by organic product innovation and several
acquisitions that have created a portfolio which includes next-generation,
SaaS-based, mission-critical products; in particular, the development and
scaling of Clareti Control and more recently, Floe, Gresham's next-generation
smart bank account platform. Bidco sees Clareti Control, which has
increasingly contributed a larger share of Gresham Group revenues over time,
as a bespoke product in the financial services reconciliation market with
robust capabilities in both inter-system reconciliations ("non-standardised"
reconciliations) and cash/nostro and securities reconciliations
("standardised" reconciliations). Bidco believes Gresham, with its support,
will realise its full potential. The Gresham target market, whilst challenging
near term, exhibits durable market tailwinds driven by an accelerating
adoption of cloud and business demand for automation solutions. Bidco also
believes the additional scale from a combination with Alveo will enable a more
effective sales execution whilst optimising operating costs.
Bidco believes the combination of Gresham and Alveo could enjoy accelerated
growth through a common go-to-market strategy; Gresham and Alveo both focus on
critical albeit distinct capital markets solutions where requisite demand is
driven by regulatory compliance and requirements for risk mitigation, workflow
optimisation and cost reduction through adoption of cloud software and managed
services.
The combined segments for Alveo's pricing data on the one hand, and Gresham's
reconciled trade data on the other, fuels essential processing systems and
offers a potential for cross-sell opportunities. Bidco anticipates that the
combination will enable the relevant product offerings to become embedded more
deeply into capital markets workflows and further benefit from a common
Data-as-a-Service (DaaS) and Managed Services infrastructure.
In summary, Bidco believes that Gresham is a highly complementary business to
Alveo, with clear alignment in purpose and values, and the Acquisition is an
exciting opportunity to expand and enhance the separate solutions and services
offered to both companies' customers and the broader capital markets industry.
4. Recommendation
The Gresham Directors, who have been so advised by Houlihan Lokey as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Gresham Directors,
Houlihan Lokey has taken into account the commercial assessments of the
Gresham Directors. Houlihan Lokey is providing independent financial advice to
the Gresham Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Gresham Directors intend unanimously to recommend that
Gresham Shareholders vote in favour of the Scheme at the Court Meeting and in
favour of the Special Resolution to be proposed at the General Meeting (or in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of the Offer), as the Gresham Directors who are interested
in Gresham Shares have irrevocably undertaken to do in respect of their own
beneficial holdings (and those of their connected persons) amounting, in
aggregate, to 446,986 Gresham Shares representing approximately 0.53 per cent.
of the ordinary share capital of Gresham in issue on the Last Practicable
Date. Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in paragraph 9
below and in Appendix 3 to this Announcement.
5. Background to and reasons for the Gresham Directors'
recommendation
Whilst evaluating the terms of the Cash Offer, the Gresham Board has
considered in detail the ongoing opportunities and risks facing Gresham as a
small, standalone listed entity.
The Gresham Board notes the good progress in Gresham's operational and
financial performance in recent years and, in particular, the discontinuation
of the lower margin legacy IT contracting services business (announced on 17
November 2023) and the strategic focus on transforming Gresham into a
pure-play SaaS business.
The Gresham Board remains confident in the execution of its strategy for
Gresham and in the potential for further value creation for Gresham
Shareholders over the longer term. However, it recognises that uncertainties
and risks exist to the delivery of that strategy in the short to medium-term,
many of which are beyond Gresham's control. In particular, the Gresham Board
would highlight the current challenging nature of Gresham's end markets, which
are consolidating and where customers are slower to replace legacy
technologies with modern alternatives, which can impact Gresham's sales
pipeline.
The Gresham Board's stated ambition to scale Gresham's core software business
and become a £100 million annual recurring revenue business is reliant, not
only on Gresham's ability to successfully compete for accretive acquisitions
but also on significant investment in Research & Development and Sales
& Marketing to maintain Gresham's competitive position, fully capitalise
on innovations such as Floe and deliver consistently high levels of organic
growth. The Gresham Board notes that the growth in Clareti Control ARR has
slowed in recent months. Competition remains intense and the Gresham Board
notes that many of Gresham's competitors are often larger, privately owned,
free from the constraints and requirements of the public markets and backed
with substantial financing. The Gresham Board believes that, if Gresham cannot
effectively fund high levels of organic growth and participate materially in
the expected consolidation of the financial services data management software
market, its competitive advantage in global financial markets is likely to be
impacted over the medium to long term.
On the basis of a net cash position of £4.8 million as at 31 December 2023,
the Cash Offer values Gresham at 12.9 times adjusted EBITDA and 30.8 times
adjusted cash EBITDA for the year ended 31 December 2023 as estimated by the
Gresham Board and detailed further in paragraph 8 below. Having sought to
obtain competitive alternative proposals, the Gresham Board considers the
above multiples to be attractive.
In addition, the Gresham Board recognises that the market in Gresham Shares is
relatively illiquid, with average daily volumes traded during the twelve-month
period ended 8 April 2024 being only 107,615 Gresham Shares. This low level of
liquidity can make it challenging for Gresham Shareholders to monetise their
holdings in the market should they so wish.
The Gresham Board believes that the Cash Offer will provide Gresham
Shareholders with the opportunity to receive an immediate and certain value
per Gresham Share in cash at a fair premium (of 26.94 per cent. to the closing
price of a Gresham Share on 8 April 2024, the Last Practicable Date) that may
not otherwise be available and would, in any event, be subject to the
successful execution of Gresham's strategy and the realisation of its
longer-term growth prospects.
The Gresham Board notes that Kestrel Partners LLP, which has a representative
on the Gresham Board and is Gresham's largest shareholder with an interest in
approximately 23.85 per cent. of the issued Gresham Shares, is supportive of
the Acquisition and has given an irrevocable undertaking to Bidco to vote in
favour of the Scheme. The Gresham Board also notes that Bidco have received
irrevocable undertakings and letters of intent to vote in favour of the Scheme
from Gresham Shareholders, including Kestrel Partners LLP, over, in aggregate,
45.42 per cent. of the issued Gresham Shares. This level of shareholder
support for the Acquisition is indicative, in the Gresham Board's opinion, of
the challenges Gresham faces in optimising shareholder value as a standalone,
small cap listed entity.
In summary, taking all the above into account the Gresham Board believes that
the Cash Offer fairly recognises the medium-term risks and prospects of
Gresham in its current form as a standalone, small cap listed entity, is in
the best interests of Gresham and that Gresham Shareholders should be given
this opportunity to realise value.
In addition to the financial terms of the Acquisition, in its evaluation of
Bidco as a suitable owner of Gresham from the perspective of all Gresham
stakeholders, the Gresham Board has also taken into account Bidco's intentions
for the business, management and employees and other stakeholders of Gresham
as set out in paragraph 14 below.
The Gresham Board acknowledges the strategic rationale of combining Alveo and
Gresham and notes that Bidco, through Alveo, will be aware of the obligations
that go with being providers of mission critical solutions to customers
regulated capital markets. The Gresham Board is pleased that Bidco has stated
that the Acquisition of Gresham represents an important step towards building
a differentiated platform of scale in the capital markets tech ecosystem with
the potential for accelerated growth.
The Gresham Board is also pleased that Bidco attaches great importance to the
skills and experience of Gresham's management and employees and recognises the
important contribution that they have made to the success of Gresham to date.
The Gresham Board acknowledges that, following the Effective Date, as part of
their detailed evaluation for optimising the combination of Gresham and Alveo,
Bidco will seek to establish an operating structure which optimises the
resource footprints of both Alveo and Gresham and which may result in some
re-allocation of employees across functions and/or a reduction in headcount in
certain overlapping functions in Alveo and Gresham. The Gresham Board notes
that such functions potentially include central corporate and internal support
functions, including Gresham's listed company functions.
Whilst the Gresham Board regrets any necessity for headcount reductions, it
acknowledges the likely benefits to Gresham in the next phase of its growth
and of a combination with Alveo, and anticipates ongoing Gresham employees
will be able to benefit from potential new opportunities within the combined
business.
The Gresham Board notes that Bidco does not have any intention of making
material changes to the conditions of employment of Gresham's management or
employees and will fully safeguard the existing employment rights of all
Gresham employees.
Accordingly, after careful consideration, the Gresham Board intends
unanimously to recommend that Gresham Shareholders vote in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting.
6. Information relating to Bidco and STG
Bidco is a private limited company incorporated in England and Wales on 19
December 2022 and is owned indirectly by funds managed or advised by STG.
Bidco was formed for the purposes of the purchase of Alveo in January 2023 and
is the holding company of Alveo.
STG is a strategic private equity firm with over 20 years' experience
investing in enterprise software and data-centric companies. STG's portfolio
is currently comprised of approximately 29 international technology companies,
which collectively have more than 13,000 employees. Today STG has
approximately USD 10 billion under management.
7. Information relating to Gresham
Gresham Technologies plc is a bespoke software company specialising in
providing real-time solutions for data integrity and control, banking
integration, payments and cash management. Gresham's award-winning Clareti
software platform is highly flexible and scalable, available on-site or in the
cloud, and designed to address its customers' most challenging financial
control, risk management, data governance and regulatory compliance problems.
Gresham has approximately 270 customers across 30 countries, including some of
the world's largest financial institutions and corporates.
Gresham was established in 1972 and the Gresham Shares were admitted to
trading on the Main Market of the London Stock Exchange in 1995. Gresham is
headquartered in the City of London and services its customers from offices
located in the United Kingdom, Europe, North America and Asia Pacific.
For its financial year ended 31 December 2022, Gresham reported revenues of
£48.7 million (2021: £37.0 million), adjusted EBITDA of £10.3 million
(2021: £7.2 million) and cash EBITDA of £4.4 million (2021: £2.5 million).
Gresham will publish its annual report and audited accounts for the year ended
31 December 2023 on or prior to 30 April 2024.
8. Gresham profit estimates and current trading
8.1 Gresham profit estimates
Background
On 11 January 2024, Gresham announced a trading update (the "Trading
Announcement") for FY2023 which included a statement that Gresham expected to
report Adjusted EBITDA and Cash EBITDA for FY2023 at least in line with then
current market expectations.
Gresham also noted in the Trading Announcement: that "Adjusted EBITDA" was
defined as earnings before interest, taxation, depreciation and amortisation
for continuing operations, adjusted to add back share-based payment charges
and exceptional items; that "Cash EBITDA" was defined as Adjusted EBITDA less
capitalised development spend and IFRS 16 lease related cash payments; and
that the then market expectations for FY2023 were for Adjusted EBITDA of
£11.0 million and Cash EBITDA of £4.6 million.
The above statements constitute ordinary course profit estimates for Gresham
within the meaning of Note 2 of Rule 28.1 of the Takeover Code (the "Gresham
Profit Estimates").
Gresham Directors' confirmation
The Gresham Directors have considered the Gresham Profit Estimates and confirm
that the Gresham Profit Estimates remain valid as at the date of this
Announcement. The Gresham Directors confirm that the Gresham Profit Estimates
were properly compiled in the manner stated below and that the basis of
accounting used is consistent with Gresham's current accounting policies,
which are in accordance with IFRS.
Following discussions with Gresham's auditors during the ongoing FY2023 year
end audit process, the Gresham Board is considering adjusting its approach to
the recognition of software revenues from contracts where software is deployed
"on premise", i.e. not hosted by the Company, from an annual to a monthly
basis. Whilst no final decision has been taken, the Gresham Board notes that
if such an adjustment were implemented with regards FY2023, it would have only
an immaterial impact on Gresham's revenues and on the Gresham Profit Estimates
and would have no impact on cashflows whatsoever.
Basis of preparation
The Gresham Profit Estimates were based on the unaudited management accounts
of Gresham for FY2023 and were prepared in accordance with the Alternative
Performance Measure guidelines used by the Gresham Directors to measure
business performance. The Gresham Profit Estimates are not based on any
assumptions.
8.2 Gresham current trading
Trading in the period since the release of the Trading Announcement has been
in line with the Gresham Directors' expectations.
Following the discontinuation of its legacy sub-contracting business with
effect from January 2024, Gresham has been focused on the provision of its
higher margin Clareti Control solutions. The Gresham Group started the current
year with over £38 million of revenue under contract, and has signed several
new Clareti Control contracts since then. Gresham's current pipeline of
opportunities provides adequate coverage for the remainder of the year. As
previously highlighted, the Gresham Directors note that the challenging macro
environment and tighter customer budgets continue to impact the sales cycle
and business planning.
9. Irrevocable Undertakings and Letters of Intent
In total, including the irrevocable undertakings from the Gresham Directors
described below, Bidco has received irrevocable undertakings to vote (or,
where applicable, procure voting) in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of, in aggregate, 24,772,833 Gresham
Shares, representing approximately 29.54 per cent. of the existing issued
ordinary share capital of Gresham as at the Last Practicable Date.
The Gresham Directors have irrevocably undertaken to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of their own beneficial holdings (and
those of their connected persons) amounting, in aggregate, to 446,986 Gresham
Shares representing approximately 0.53 per cent. of the existing ordinary
share capital of Gresham as at the Last Practicable Date.
In addition to the irrevocable undertakings from Gresham Directors described
above, Bidco has also received irrevocable undertakings to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) from Kestrel Partners LLP in respect of 20,004,573
Gresham Shares (the "Kestrel Irrevocable") and Herald Investment Trust plc in
respect of 4,321,274 Gresham Shares (the "Herald Irrevocable"), representing
in aggregate approximately 29.00 per cent. of the existing issued ordinary
share capital of Gresham as at as at the Last Practicable Date.
These irrevocable undertakings cease to be binding, inter alia, on the earlier
of the Long-Stop Date and the date on which the Acquisition (whether
implemented by way of a Scheme or an Offer) is withdrawn or lapses in
accordance with its terms, save where such lapse or withdrawal is as a result
of Bidco exercising its right to implement the Acquisition by way of an Offer
rather than by way of a Scheme or vice versa in accordance with the Takeover
Code. The Kestrel Irrevocable will also cease to be binding if any third party
announces a firm intention to make an offer in accordance with Rule 2.7 of the
Takeover Code for all of the issued and to be issued ordinary share capital of
Gresham which puts a value on each Gresham Share of at least 188 pence, and by
no later than 5:00pm on the fifth business day after the date on which such an
offer is made, the consideration per Gresham Share offered by Bidco is not
increased by Bidco such that Bidco's offer is of a value equal to or exceeding
such higher competing offer made by the relevant third party. The Herald
Irrevocable will also cease to be binding if any third party announces a firm
intention to make an offer in accordance with Rule 2.7 of the Takeover Code
for all of the issued and to be issued ordinary share capital of Gresham which
puts a value on each Gresham Share of at least 188 pence, and by no later than
5:00pm on the fifth business day after the date on which such an offer is
made, the consideration per Gresham Share offered by Bidco is not increased by
Bidco such that Bidco's offer is of a value equal to or exceeding 10% above
such higher competing offer made by the relevant third party.
Bidco has also received non-binding letters of intent from Schroder Investment
Management Limited, Amati Global Investors Limited and J O Hambro Capital
Management Limited to vote in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of, in aggregate, 13,325,000 Gresham
Shares, representing approximately 15.89 per cent. of the existing issued
ordinary share capital of Gresham as at the Last Practicable Date.
Therefore, Bidco has received irrevocable undertakings and letters of intent
in respect of, in aggregate, 38,097,833 Gresham Shares, representing
approximately 45.42 per cent. of the existing issued ordinary share capital of
Gresham as at the Last Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
Announcement.
10. Financing of the Acquisition
The cash consideration payable by Bidco pursuant to the Acquisition will be
financed through a combination of equity and debt financing. The equity
financing will be provided by the STG Funds and the remaining funding is to be
provided by debt financing available to Bidco.
William Blair, as financial adviser to Bidco, is satisfied that sufficient
financial resources are available to Bidco to enable it to satisfy in full the
cash consideration payable to Gresham Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document).
11. Offer-related Arrangements
11.1 Confidentiality Agreement
STG and Gresham have entered into a mutual confidentiality agreement in
relation to the Acquisition dated 23 January 2024 (the "Confidentiality
Agreement"), pursuant to which STG has undertaken, amongst other things, to:
(i) keep confidential information relating to Gresham and the Acquisition and
not to disclose it to third parties (other than certain permitted parties)
unless required by a court of competent jurisdiction or by any requirement or
request of any competent judicial, government or regulatory body or in order
to comply with the FCA's Listing Rules, Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation or any other laws or regulations or the
provisions of the Takeover Code; and (ii) use the confidential information
only in connection with the Acquisition. These confidentiality obligations
will remain in force until the earlier of completion of the Acquisition and 12
months from the date on which Gresham publicly releases the announcement of
its audited results for the financial year ended 31 December 2023. The
Confidentiality Agreement contains standstill provisions which restricted STG
and its connected persons from acquiring or offering to acquire interests in
securities of Gresham; those restrictions ceased to apply upon the making of
this Announcement.
12. Structure of and Conditions to the Acquisition
Structure of the Acquisition
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement between Gresham and the Scheme
Shareholders, under Part 26 of the Companies Act 2006 (although Bidco reserves
the right to implement the Acquisition by way of an Offer, subject to the
consent of the Panel). The procedure involves, among other things, an
application by Gresham to the Court to sanction the Scheme.
The purpose of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued ordinary share capital of Gresham. This is to
be achieved by the transfer of Gresham Shares to Bidco in consideration for
which Gresham Shareholders will receive the cash consideration due under the
Cash Offer, to be effected pursuant to the Scheme. The transfer to Bidco of
the Gresham Shares is intended to result in Gresham becoming a wholly-owned
subsidiary of Bidco.
Conditions to the Acquisition
The Scheme and Acquisition will be subject to the Conditions and certain
further terms referred to in Appendix 1 to this Announcement and to be set out
in the Scheme Document when issued. In particular, the Scheme will only become
Effective if, among other things, the following events occur on or before
11.59pm (London time) on the Long-Stop Date:
● a resolution to approve the Scheme is passed by a majority in number of Scheme
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy, representing 75 per cent. or more in value of
the Gresham Shares voted by those Scheme Shareholders;
● the Special Resolution passed by the requisite majority of Gresham
Shareholders at the General Meeting;
● following the Court Meeting and General Meeting, the Scheme is sanctioned by
the Court (without modification, or with modification on terms agreed by Bidco
and Gresham); and
● following such sanction by the Court, a copy of the Scheme Court Order is
delivered to the Registrar of Companies.
Additionally, the Scheme will lapse if, amongst other things:
● the Court Meeting and General Meeting are not held on or before the 22nd day
after the expected date of such meetings, which will be set out in the Scheme
Document in due course (or such later date as may be agreed by Bidco and
Gresham);
● the Scheme Court Hearing is not held on or before the 22nd day after the
expected date of such hearing, which will be set out in the Scheme Document in
due course (or such later date as may be agreed by Bidco and Gresham); or
● the Scheme does not become Effective on or before 11.59pm (London time) on the
Long-Stop Date (or such later date as may be agreed by Bidco and Gresham with,
if required, the consent of the Panel and, if required, with the consent of
the Court).
Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or to be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out in
Parts A and B of Appendix 1 to this Announcement. Once the necessary approvals
from Gresham Shareholders have been obtained and the other Conditions have
been satisfied or (where applicable) waived and the Scheme has been approved
by the Court, the Scheme will become Effective upon delivery of the Scheme
Court Order to the Registrar of Companies. Subject to, amongst other things,
the satisfaction of the Conditions, the Scheme is expected to become Effective
during the third quarter of 2024.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of
Gresham Shares will cease to be valid and entitlements to Gresham Shares held
within the CREST system will be cancelled.
Any Gresham Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Special Resolution to be proposed at the General
Meeting will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Gresham Shares issued after the Scheme
Record Time (other than to Bidco and/or their nominees) to be automatically
transferred to Bidco on the same terms as the Acquisition (other than terms as
to timings and formalities). The provisions of the Articles (as amended) will
avoid any person (other than Bidco and their nominees) holding shares in the
capital of Gresham after the Effective Date.
If the Scheme does not become Effective on or before 11.59pm (London time) on
the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless
Bidco and Gresham otherwise agree and the Panel otherwise consents).
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable for the Acquisition and will specify the
necessary actions to be taken by Gresham Shareholders. It is expected that the
Scheme Document, together with the Forms of Proxy and the Form of Election,
will be posted to Gresham Shareholders and, for information only, to persons
with information rights and to holders of options and awards granted under the
Gresham Share Plans within 28 days of this Announcement (or such later time as
Bidco and Gresham and the Panel may agree).
13. Disclosure of Interests in Gresham
Save as disclosed in this Announcement, as at close of business on 8 April
2024 (being the Last Practicable Date) neither Bidco, nor any of its
directors, nor, so far as Bidco is aware, any person acting in concert (within
the meaning of the Takeover Code) with Bidco has:
a) any interest in, or right to subscribe for, any relevant securities of
Gresham;
b) any short positions in respect of relevant Gresham Shares (whether conditional
or absolute and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery;
c) any dealing arrangement of the kind referred to in Note 11 on the definition
of acting in concert in the Takeover Code in relation to Gresham Shares or in
relation to any securities convertible or exchangeable into Gresham Shares;
nor
d) borrowed or lent any Gresham Shares (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Takeover Code) save for any borrowed shares which have been either
on-lent or resold.
'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to securities.
14. Strategic plans with regard to the business, directors,
management, employees, pensions and locations of the Gresham Group
14.1 Strategic plans for Gresham
As set out in paragraph 5 above, Bidco believes that the Acquisition has a
compelling strategic rationale and Bidco plans to integrate Gresham's business
with Alveo's following the Effective Date.
Prior to this Announcement, consistent with market practice, Bidco has been
granted customary access to Gresham's senior management and company
information for the purposes of acquisition-level business due diligence.
However, Bidco has not yet had access to sufficiently detailed operational
information to formulate a detailed strategy for its plans to integrate
Gresham with Alveo.
Following the Acquisition becoming Effective, Bidco, in conjunction with
Alveo, intends to work with Gresham's senior management to undertake a more
detailed evaluation of Gresham and its operations and how to optimise the
combination of the two businesses (the "Evaluation"). Whilst the parameters
of the Evaluation have not yet been finalised, it is expected to include a
review of Gresham's customers and products, the roles and responsibilities of
its employees, Gresham's operating locations and its management
incentivisation arrangements. Bidco expects that the Evaluation will be
completed within approximately 6 months from the Effective Date. The purpose
of the Evaluation will be to validate the assumptions underlying Bidco's
investment thesis for the combination of Gresham and Alveo, which has been
developed through the management meetings held as part of its
acquisition-level business due diligence review.
14.2 Headquarters, locations, fixed assets and research and
development
Bidco plans to integrate Gresham's business with Alveo's following the
Effective Date.
This is expected to involve, amongst other things, a rationalisation of
Gresham's physical operating locations (including the consolidation of Alveo
and Gresham's headquarters into, and headquarter functions within, a single
office location), by way of non-renewal of leases upon expiry, lease exits and
/ or exploring the possibility of sub-letting, with the objective of reducing
rental and lease expenses over time. As part of the Evaluation, Bidco will
review and consider the most appropriate timing and strategy for the
consolidation of Gresham's operating locations. Bidco expects to rationalise a
minority of Gresham's locations internationally, and may consider, over time,
a combination of office locations with Alveo in the UK where this can be
achieved without impacting the culture and operations of the business, and in
line with lease renewal dates. Gresham does not have significant fixed assets
(other than premises) and Bidco envisages no material redeployment of the
fixed assets of Gresham.
As part of the Evaluation, Bidco intends to review both Alveo and Gresham's
research and development functions in order to invest in the products of both
companies, to support more effectively Alveo and Gresham's (the "Combined
Group") customers globally. Bidco values highly the long-standing customer
relationships of both companies and is deeply invested in ensuring the success
of these customers.
14.3 Employees and Management
Bidco attaches great importance to the skills and experience of Gresham's
management and employees and recognises the important contribution that the
management team and employees of Gresham have made to the success of Gresham.
As part of the Evaluation, Bidco intends to discuss with, and further draw
upon, Gresham management's experience to gain a full understanding of the
organisation, and the roles and responsibilities of employees within the
business in order to ensure a successful combination with Alveo.
Bidco does not have any intention of making material changes to the conditions
of employment of the Gresham's employees or management. Following the
Effective Date, Bidco intends to review the operations of Gresham. This will
include an assessment of any overlap of roles currently undertaken by Gresham
and Alveo personnel. Bidco intends to retain the best talent across the
Combined Group to deliver its enhanced growth strategy. Bidco therefore cannot
be certain what impact there will be on the employment of, and the balance of
skills and functions of the management and employees of the Combined Group.
The finalisation and implementation of workforce integration will be subject
to detailed and comprehensive planning as part of the Evaluation referred to
above. This process is expected to result in some headcount reductions and /
or optimisation, which may be substantial in the context of the Combined
Group. Bidco confirms that it intends to fully safeguard the existing
statutory employment rights of all of Gresham's management and employees.
In addition, certain corporate, administrative and support functions, related
to Gresham's status as a publicly traded company, may no longer be required on
a standalone basis, or else may be reduced in scope.
It is intended that, upon the Acquisition becoming Effective, each of
Gresham's Non-Executive Directors shall resign from his office as a director
of Gresham.
14.4 Existing rights and pensions
As noted above, Bidco intends to fully safeguard the existing employment
rights of the management and employees of Gresham, including in relation to
pensions, in accordance with applicable law.
Gresham makes contributions to its workplace pension plan operated by Aviva on
behalf of qualifying employees, and Bidco intends that these arrangements will
remain in place. Bidco does not intend to make any material changes to this
pension plan.
No member of the Gresham Group participates in a defined benefit pension
scheme.
14.5 Incentivisation arrangements
Following the Effective Date, Bidco intends to review the management,
governance and incentive structure of Gresham.
Bidco has not entered into, and has not had discussions on the terms of, any
form of incentivisation arrangement with members of Gresham's management. Any
discussions with Gresham's management about the terms, content, scope or form
of such incentivisation arrangements will not take place until after the
Effective Date.
Bidco may have such discussions for certain members of the Gresham management
team following the Effective Date in order that it may put in place incentive
arrangements for certain members of the Gresham management team following
completion of the Acquisition to achieve short-term and long-term objectives,
commensurate with the position, relative contribution of the individual to the
overall company, compensation history and private company norms.
14.6 Trading facilities
Gresham Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 18 below, it is
intended that on or shortly after the Effective Date a request will be made to
the London Stock Exchange to cancel trading in Gresham Shares on the Main
Market and to de-list Gresham from the Official List, following which Gresham
would be re-registered as a private limited company.
None of the statements in this paragraph 14 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
15. Gresham Share Plans
Participants in the Gresham Share Plans and in the Invested Bonus Share Plan
will be contacted regarding the effect of the Acquisition on their rights
under the Gresham Share Plans and, in the case of the Gresham Share Plans an
appropriate proposal will be made to such participants to the extent required
pursuant to Rule 15 of the Takeover Code in due course. Further details of the
impact of the Scheme on each of the Gresham Share Plans and the Invested Bonus
Share Plan and the proposals shall be included in the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the Offer Document).
16. Opening Position Disclosure
In connection with the Acquisition, Bidco will make a public Opening Position
Disclosure setting out details of its interests or short positions in, or
rights to subscribe for, any relevant securities of Gresham by no later than
12 noon on 23 April 2024.
Bidco's Opening Position Disclosure will include details of any interests or
short positions in, or rights to subscribe for, any relevant securities of
Gresham held by all persons acting in concert with Bidco.
17. The Scheme
It is intended that the Acquisition will be effected by means of the Scheme
between Gresham and the Scheme Shareholders (although Bidco reserves the right
to implement the Acquisition by way of an Offer, subject to the consent of the
Panel).
The purpose of the Scheme is to provide for Bidco to become owner of the
entire issued and to be issued ordinary share capital of Gresham. This is to
be achieved by the transfer of the Scheme Shares held by Scheme Shareholders
to Bidco, in consideration for which the Scheme Shareholders will receive the
cash consideration on the basis set out in paragraph 2 of this Announcement.
The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix 1 to this Announcement and to full terms and conditions
to be set out in the Scheme Document. The Scheme shall only become Effective,
if, among other things, the following events occur on or before 11.59 p.m. on
the Long-Stop Date (or such later date as Bidco and Gresham may, with the
consent of the Panel, agree and, if required, as the Court may approve):
a) the approval of the Scheme by a majority in number of Scheme Shareholders
present and voting (and entitled to vote) at the Court Meeting, either in
person or by proxy and who represent at least 75 per cent. of the votes
attached to the Scheme Shares cast by those Scheme Shareholders (or the
relevant class or classes thereof, if applicable);
b) the Special Resolution being duly passed by Gresham Shareholders representing
at least 75 per cent. of the votes cast at the General Meeting (either in
person or by proxy);
c) following the Court Meeting and General Meeting, the sanction of the Scheme by
the Court (with or without modification but subject to any modification being
on terms acceptable to Gresham and Bidco); and
d) following such sanction by the Court, the delivery of a copy of the Scheme
Court Order to the Registrar of Companies for registration.
The Scheme shall lapse (under the authority of Rule 13.5(b) of the Takeover
Code) if:
● the Court Meeting and the General Meeting are not held by the 22(nd) day
after the expected date of such meetings to be set out in the Scheme Document
in due course (or such later date as may be agreed between Bidco and Gresham);
● the Scheme Court Hearing is not held by the 22(nd) day after the expected
date of such hearing to be set out in the Scheme Document in due course (or
such later date as may be agreed between Bidco and Gresham); or
● the Scheme does not become effective by no later than 11.59 p.m. on the
Long-Stop Date (or such later date as may be agreed between Bidco and Gresham,
with the consent of the Panel, and (if required) as the Court may allow),
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Scheme Court Hearing as set out above may be waived by
Bidco, and the deadline for the Scheme to become effective may be extended by
agreement between Gresham and Bidco (with the consent of the Panel, and (if
required) as the Court may allow).
As set out in Appendix 1 to this Announcement, the Acquisition is conditional,
amongst other things, on the receipt or waiver of foreign investment clearance
in the United Kingdom, the United States, Australia and Luxembourg.
The Scheme Document will include full details of the Scheme. It is expected
that the Scheme Document, containing further information about the Acquisition
and notices of the Meetings, together with the associated forms of proxy, will
be despatched to Gresham Shareholders as soon as reasonably practicable and,
in any event, within 28 days of this Announcement (or such later time as
Bidco, Gresham and the Panel may agree) and the Meetings are expected to be
held shortly thereafter. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
If any Condition in paragraph 2 of Appendix 1 to this Announcement is not
capable of being satisfied by the date specified therein, Bidco shall make an
announcement through a Regulatory Information Service as soon as practicable
and, in any event, by not later than 7.00 a.m. (London time) on the Business
Day following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
Gresham, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from Gresham Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of the Scheme Court Order to the Registrar of Companies. Subject to,
amongst other things, the satisfaction of the Conditions, the Scheme is
expected to become Effective during the third quarter of 2024. If the Scheme
does not become Effective on or before the Long-Stop Date, it will lapse and
the Acquisition will not proceed (unless Bidco and Gresham otherwise agree,
with the consent of the Panel).
Upon the Scheme becoming Effective: (i) it will be binding on all Gresham
Shareholders, irrespective of whether or not they attended or voted at the
Meetings (and if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Gresham Shares will cease
to be valid and entitlements to Gresham Shares held within the CREST system
will be cancelled. The consideration for the Acquisition (pursuant to the Cash
Offer) will be despatched to Scheme Shareholders no later than 14 days after
the Effective Date in accordance with the requirements of the Takeover Code.
Any Gresham Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme and any Gresham Shares issued following the Scheme Record
Time will be transferred to Bidco (or as it may direct) in exchange for the
same consideration as would be due under the Scheme (in each case, subject to
the Scheme becoming Effective in accordance with its terms). The Special
Resolution to be proposed at the General Meeting will, amongst other matters,
provide that the Articles be amended to incorporate provisions requiring any
Gresham Shares issued after the Scheme Record Time (other than to Bidco and/or
their nominees) to be automatically transferred to Bidco on the same terms as
the Acquisition (other than terms as to timings and formalities). The
provisions of the Articles (as amended) will avoid any person (other than
Bidco and their nominees) holding shares in the capital of Gresham after the
Effective Date.
Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the consent of the Panel).
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 the Companies Act 2006 to acquire compulsorily any
outstanding Gresham Shares to which such Offer relates.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Registrar of Companies.
18. Cancellation of trading and re-registration
Gresham Shares are currently admitted to trading on the Main Market of the
London Stock Exchange. It is intended that, shortly before the Effective Date,
an application will be made to the London Stock Exchange for the cancellation
of trading in Gresham Shares on the London Stock Exchange's Main Market for
listed securities and to the Financial Conduct Authority for the cancellation
of the listing of Gresham Shares on the Official List, in each case to take
effect on or shortly after the Effective Date.
It is expected that the last day of dealings in Gresham Shares on the Main
Market of the London Stock Exchange will be the date of the Scheme Court
Hearing and that no transfers will be registered after 6.00 p.m. (London time)
on that date.
On the Effective Date, share certificates in respect of Gresham Shares will
cease to be valid and entitlements to Gresham Shares held within the CREST
system will be cancelled.
It is also proposed that, on or shortly after the Effective Date and after the
Gresham Shares are delisted, Gresham will be re-registered as a private
limited company under the relevant provisions of the Companies Act 2006. A
resolution to approve the re-registration will be proposed at the General
Meeting.
19. Consents
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 names and (where applicable)
advice in the form and context in which they appear.
20. Overseas Shareholders
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 jurisdiction in which they are located or
in which they are citizens. Therefore, any persons who are subject to the laws
and/or regulations of any jurisdiction other than the United Kingdom should
inform themselves about and observe any applicable legal or regulatory
requirements in their jurisdiction. Further details in relation to Overseas
Shareholders are set out below in this Announcement and will be set out in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document). If you are in any doubt you should consult your professional
adviser in the relevant jurisdiction without delay.
21. Documents available for inspection
Copies of the following documents will by no later than 12 noon on the first
Business Day following the date of this Announcement be published on Gresham's
website at https://www.greshamtech.com/invest-in-us, in each case subject to
certain restrictions relating to persons resident in Restricted Jurisdictions:
● this Announcement;
● the Confidentiality Agreement;
● the irrevocable undertakings and letters of intent listed in Appendix 3 to
this Announcement
● the documents entered into for the financing of the Acquisition referred to in
paragraph 10 above; and
● the consent letters from each of the advisers referred to in paragraph 19
above.
The contents of the website referred to in this Announcement are not
incorporated into and do not form part of this Announcement.
22. General
The Acquisition will be made on the terms and subject to the Conditions set
out in Appendix 1 to this Announcement, and to the full terms and conditions
to be set out in the Scheme Document. The formal Scheme Document comprising
the Cash Offer to Gresham Shareholders will be sent to Gresham Shareholders
within 28 days of this Announcement (or on such later date as may be agreed
between Bidco and Gresham with the consent of the Panel). The sources and
bases of calculation of certain information contained in this Announcement are
set out in Appendix 2 to this Announcement. Details of irrevocable
undertakings and letters of intent received by Bidco are set out in Appendix 3
to this Announcement. Certain terms used in this Announcement are defined in
Appendix 4 to this 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
Paul Hastings (Europe) LLP is acting as legal adviser to STG and Bidco.
Taylor Wessing LLP is acting as legal adviser to Gresham.
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 in the United Kingdom by the Financial Conduct Authority, 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 in the United Kingdom by the Financial Conduct
Authority, 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.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Gresham contain certain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Bidco
and Gresham about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Gresham (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Forward-looking statements often, but not always, use words
such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning or derivatives thereof.
These statements are based on assumptions and assessments made by Gresham
and/or Bidco in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements and as such are qualified in their entirety. These
factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in
the behaviour of other market participants; changes in the anticipated
benefits from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries in which
Bidco and Gresham operate, weak, volatile or illiquid capital and/or credit
markets, changes in, the degree of competition in the geographic and business
areas in which Bidco and Gresham operate and changes in laws or in supervisory
expectations or requirements.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Gresham's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Gresham's business.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause the actual results,
performance or achievements of Gresham to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or disposals.
No member of Gresham, nor any of its associates, directors, officers,
employees or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place any reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither Gresham nor Bidco assumes any
obligation to update or correct the information contained in this Announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.
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.
No profit forecasts, estimates or quantified benefits statements
Save for the profit estimates set out in paragraph 8.1 of this Announcement,
no statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or future earnings per share of or dividends or future dividends per share of
Gresham for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Gresham.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Gresham Shareholders,
persons with information rights and participants in the Gresham Share Plans
may request a hard copy of this Announcement by contacting Gresham's
registrars, Equiniti: (i) on +44 (0)371 384 2050. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 08:30 - 17:30, Monday to Friday excluding public holidays in England
and Wales; or (ii) by submitting a request in writing to Equiniti at Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA. Please note that Equiniti
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes. For persons who receive a
copy of this Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other
information provided by Gresham Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Gresham may
be provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily
the remaining Gresham Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase Gresham Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Gresham confirms that, as
at 8 April 2024 (being the Last Practicable Date), it had 83,874,458 ordinary
shares of 5 pence each ("Ordinary Shares") in issue and admitted to trading on
the Main Market of the London Stock Exchange. Gresham does not hold any
Ordinary Shares in treasury. The International Securities Identification
Number (ISIN) for the Ordinary Shares is GB0008808825.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
Long-Stop Date
1. The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the provisions of the Takeover Code, by no
later than 11.59 p.m. on the Long-Stop Date or such later date (if any) as
Bidco and Gresham may, with the consent of the Panel, agree and (if required)
as the Court may approve, or the Panel may require.
Scheme approval
2. The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number representing not less than 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders who are on the
register of members of Gresham at the Scheme Voting Record Time, present and
voting (and entitled to vote), either in person or by proxy, at the Court
Meeting, and (ii) such Court Meeting being held on or before the 22(nd) day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as may, with the consent of the
Panel, be agreed between Bidco and Gresham (and that the Court may approve if
so required));
(b) (i) the Special Resolution being duly passed at the General Meeting (or any
adjournment thereof), and (ii) such General Meeting being held on or before
the 22(nd) day after the expected date of the General Meeting to be set out in
the Scheme Document in due course (or such later date as may, with the consent
of the Panel, be agreed between Bidco and Gresham (and that the Court may
approve if so required));
(c) the sanction of the Scheme by the Court with or without modification (but
subject to any such modification being acceptable to Bidco and Gresham) and
the delivery of a copy of the Scheme Court Order to the Registrar of Companies
for registration; and
(d) the Scheme Court Hearing being held on or before the 22(nd) day after the
expected date of the Scheme Court Hearing to be set out in the Scheme Document
in due course (or such later date as may, with the consent of the Panel, be
agreed between Bidco and Gresham (and that the Court may approve if so
required)).
General Conditions
3. In addition, subject as stated in Part B of this Appendix 1, Bidco and Gresham
have agreed that the Acquisition will be conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless such Conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:
Regulatory approvals
United Kingdom
(a) the United Kingdom Secretary of State:
(i) notifying Bidco, in accordance with section 14(8)(b)(ii) of the National
Security and Investment Act 2021 (the "NSI Act"), that no further action shall
be taken under the NSI Act in relation to the Acquisition; or
(ii) giving a final notification before the end of the assessment period that no
further action in relation to the call-in notice is to be taken, in accordance
with section 26(1)(b) of the NSI Act; or
(iii) making a final order before the end of the assessment period, in accordance
with section 26(1)(a) of the NSI Act, in terms which permit the Acquisition to
proceed;
United States
(b) the submission of a Commodities Classification Automated Tracking System
request to the Department of Commerce's Bureau of Industry and Security for
each Gresham-developed software, including source code therefor;
Australia
(c) insofar as such a notification is considered necessary by Bidco, a
notification of the Acquisition having been made to and accepted by or on
behalf of the Treasurer of the Commonwealth of Australia (the "Treasurer")
pursuant to the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA") and
one of the following having occurred:
(i) Bidco receiving written notice under the FATA by or on behalf of the Treasurer
that there is no objection to the Acquisition, on an unconditional basis or
subject to conditions that Bidco, acting reasonably, does not consider to be
materially detrimental to it;
(ii) the Treasurer becoming precluded from making an order or decision under
Division 2 of Part 3 of the FATA in relation to the Acquisition;
(iii) where an interim order is made and registered under section 68 of the FATA in
respect of the Acquisition, and the subsequent period for making an order or
decision under section 67, 69, 74 or 75 of the FATA in relation to the
Acquisition elapses without the Treasurer making such an order or decision; or
(iv) Bidco having received written notice by or on behalf of the Treasurer that the
FATA does not apply to the Acquisition;
Luxembourg
(d) insofar as such a notification is deemed necessary by Bidco, a notification of
the Acquisition having been made to and accepted by or on behalf of the
Luxembourg Ministry of Economy pursuant to the Luxembourg law of 14 July 2023
introducing a foreign direct investment screening mechanism in Luxembourg (the
"FDI Screening Law") and one of the following having occurred:
(i) Bidco receiving formal notice under the FDI Screening Law by or on behalf of
the Luxembourg Ministry of Economy that it has decided not to open a screening
procedure pursuant to Article 5(1) of the FDI Screening Law; or
(ii) where a screening procedure is opened pursuant to Article 5(1) of the FDI
Screening Law, Bidco receiving formal notice that the Luxembourg Ministry of
Economy has taken all decisions and granted all approvals necessary to permit
the Acquisition to proceed, as provided for in Article 8 of the FDI Screening
Law, in each case on terms reasonably satisfactory to Bidco; or
(iii) where the time limits set forth in the FDI Screening Law elapse;
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of and/or no event having
occurred under any agreement, arrangement, licence, lease, franchise, permit
or other instrument to which any member of the Wider Gresham Group is a party
or by or to which any such member or any of its assets may be bound, entitled
or subject or any event or circumstance, which in consequence of the Scheme,
the Acquisition or the proposed acquisition by any member of the Wider Bidco
Group of any shares or other securities (or equivalent) in Gresham or because
of a change in the control or management of any member of the Wider Gresham
Group or otherwise, would or might reasonably be expected to result in, in
each case to an extent which is material in the context of the Wider Gresham
Group taken as a whole or to the financing of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of,
or grant available to any member of the Wider Gresham Group being or becoming
repayable, or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) save in the ordinary and usual course of business, the creation or enforcement
of any mortgage, charge, encumbrance or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Gresham Group or any such mortgage, charge, encumbrance or other security
interest (whenever created, arising or having arisen) becoming enforceable;
(iii) any such agreement, arrangement, licence, lease, franchise, permit or other
instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Wider Gresham Group being adversely modified or
adversely affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(iv) any liability of any member of the Wider Gresham Group to make any severance,
termination, bonus or other payment to any of its directors, or other
officers;
(v) the rights, liabilities, obligations, interests or business of any member of
the Wider Gresham Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any member of the
Wider Gresham Group in or with any other person or body or firm or company (or
any arrangement or agreement relating to any such interests or business) being
or becoming capable of being terminated, or adversely modified or adversely
affected or any onerous obligation or liability arising or any adverse action
being taken thereunder;
(vi) any member of the Wider Gresham Group ceasing to be able to carry on business
under any name under which it presently carries on business;
(vii) the value of, or the financial or trading position or prospectus of, any
member of the Wider Gresham Group being prejudiced or adversely affected; or
(viii) the creation or acceleration of any liability (actual or contingent) by any
member of the Wider Gresham Group (including any material tax liability),
excluding trade creditors and other liabilities incurred in the ordinary
course of business;
Other Third Party clearances
(f) except as Disclosed, no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be any outstanding
statute, regulation, decision or order which would or might reasonably be
expected to:
(i) require, prevent or materially delay the divestiture, or materially alter the
terms envisaged for any such divestiture by any member of the Wider Bidco
Group or any member of the Wider Gresham Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any part
thereof) or to own, control or manage any of their respective assets or
properties (or any part thereof) which, in any such case, is material in the
context of the Wider Gresham Group or the Wider Bidco Group in either case
taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any
member of the Wider Bidco Group or the Wider Gresham Group to acquire or offer
to acquire any shares, other securities (or the equivalent) or interest in any
member of the Wider Gresham Group or the Wider Bidco Group or any asset owned
by any Third Party which is material in the context of the Wider Bidco Group
or the Wider Gresham Group, in either case taken as a whole (other than in the
implementation of the Scheme and/or the Acquisition);
(iii) impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider Bidco Group directly or indirectly to
acquire or to hold or to exercise effectively all or any rights of ownership
in respect of shares or loans or securities convertible into shares or any
other securities (or the equivalent) in any member of the Wider Gresham Group
or the Wider Bidco Group or to exercise management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or prospects of any
member of the Wider Bidco Group or of any member of the Wider Gresham Group in
a manner which is adverse to and material in the context of the Wider Bidco
Group or the Wider Gresham Group, in either case taken as a whole;
(v) make the Scheme, the Acquisition, its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Bidco Group of any
shares or other securities in, or control or management of Gresham void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge, impede, interfere or
require material amendment of the Scheme, the Acquisition, its implementation
or the acquisition or proposed acquisition by Bidco or any member of the Wider
Bidco Group of any shares or other securities in, or control or management of
Gresham;
(vi) impose any limitation on the ability of any member of the Wider Gresham Group
to conduct, integrate or co-ordinate all or any part of its business with all
or any part of the businesses of any other members of the Wider Gresham Group
or the Wider Bidco Group which is adverse to and material in the context of
the Wider Bidco Group taken as a whole; or
(vii) result in any member of the Wider Gresham Group or Wider Bidco Group ceasing
to be able to carry on business under any name under which it presently does
so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten in writing any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Scheme, the Acquisition or the acquisition
or proposed acquisition of any Gresham Shares or otherwise intervene having
expired, lapsed or been terminated;
(g) other than in relation to the matters referred to in Conditions (a) to (d)
above, all notifications, filings or applications which are deemed by Bidco to
be necessary or reasonably considered to be required in any relevant
jurisdiction having been made in connection with the Acquisition and all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Scheme, the Acquisition, its implementation or the
acquisition by any member of the Wider Bidco Group of any shares or other
securities in, or control or management of, Gresham and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary or appropriate by Bidco
or any member of the Wider Bidco Group for or in respect of the Scheme, the
Acquisition, its implementation or the proposed acquisition of any shares or
other securities in, or control or management of, Gresham by any member of the
Wider Bidco Group having been obtained in terms and in a form satisfactory to
Bidco from all appropriate Third Parties or persons with whom any member of
the Wider Gresham Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with all
authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider Gresham Group remaining in full force and
effect and all filings necessary for such purpose have been made and there
being no notice or intimation of any intention to revoke or not to renew any
of the same at the time at which the Offer becomes otherwise unconditional and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with;
(h) no temporary restraining order, preliminary or permanent injunction,
preliminary or permanent enjoinment, or other order issued and being in effect
by a court or other Third Party which has the effect of making the Acquisition
or any acquisition or proposed acquisition of any shares or other securities
or control or management of, any member of the Wider Gresham Group by any
member of the Wider Bidco Group, or the implementation of either of them,
void, voidable, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prohibiting, preventing,
restraining, restricting, delaying or otherwise interfering with the
completion or the approval of the Acquisition or any matter arising from the
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Gresham Group by any member of the
Wider Bidco Group;
Certain events occurring since 30 June 2023
(i) except as Disclosed, no member of the Wider Gresham Group having, since 30
June 2023:
(i) issued or agreed to issue or authorised or proposed or announced its intention
to authorize or propose the issue of, additional shares of any class, or
securities or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or securities
or convertible securities or transferred, or sold or agreed to transfer or
sell or authorised or proposed the transfer or sale of Gresham Shares out of
treasury (except, where relevant, as between Gresham and wholly-owned
subsidiaries of Gresham or between the wholly-owned subsidiaries of Gresham
and except for the issue or transfer out of treasury or any employee benefit
trust of Gresham Shares on or in connection with the exercise of share options
or vesting of share awards in the ordinary course under the Gresham Share
Plans);
(ii) except for the Permitted Dividend, recommended, declared, paid or made or
resolved to recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than the Permitted
Dividend and dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of Gresham to
Gresham or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for transactions between
Gresham and its wholly-owned subsidiaries or between the wholly-owned
subsidiaries of Gresham and transactions in the ordinary course of business),
implemented, effected, authorised, proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, sub-division, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings;
(iv) except for transactions between Gresham and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Gresham and transactions in the
ordinary course of business, disposed of, or transferred, mortgaged or
charged, or created any security interest over any asset or any right, title
or interest in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so;
(v) except for transactions between Gresham and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Gresham, in each case entered into in
the ordinary course of business, entered into, implemented or authorised the
entry into, any joint venture, asset or profit sharing arrangement,
partnership or merger of business or corporate entities;
(vi) except for transactions between Gresham and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Gresham, issued, authorised or
proposed or announced an intention to authorise or propose, the issue of or
made any change in or to the terms of any debentures or become subject to any
contingent liability or incurred or increased any indebtedness;
(vii) made any alteration to its memorandum or articles of association or other
incorporation documents (in each case other than in connection with the
Scheme);
(viii) except for transactions between Gresham and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Gresham, made, authorised, proposed
or announced an intention to propose any change in its loan capital;
(ix) except for transactions between Gresham and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Gresham, in each case entered into in
the ordinary course, issued, authorised or proposed or announced an intention
to authorise or propose the issue of any debentures, or any change in or to
the terms of any debentures or become subject to any contingent liability or
incurred or increased any indebtedness which is or might reasonably be
expected to be material in the context of the Wider Gresham Group taken as a
whole or material in the context of the Acquisition;
(x) purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save in respect
of the matters mentioned in sub-paragraph (i) above, made any other change to
any part of its share capital;
(xi) entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, arrangement, agreement, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is or might
reasonably be expected to be restrictive on the businesses of any member of
the Wider Gresham Group or the Wider Bidco Group or which involves or could
involve an obligation of such a nature or magnitude or which is other than in
the ordinary course of business and which is material in the context of the
Wider Gresham Group taken as a whole;
(xii) entered into or materially varied the terms of, or made any offer (which
remains open for acceptance) to enter into or materially vary the terms of any
contract, service agreement, commitment or arrangement with any director or,
except for salary increases or bonuses in the ordinary course for any senior
executive of Gresham, and other than as agreed by the Panel and Bidco;
(xiii) (other than in respect of a member of the Wider Gresham Group which is dormant
and was solvent at the relevant time) taken or proposed any steps, corporate
action or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of indebtedness, its
winding-up (voluntary or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts when
they fall due or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xv) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider Gresham Group or the
Wider Bidco Group other than to a nature and extent which is normal in the
context of the business concerned;
(xvi) terminated or varied the terms of any agreement or arrangement between any
member of the Wider Gresham Group and any other person in a manner which would
or might reasonably be expected to be materially adverse to the Wider Gresham
Group taken as a whole or is material in the context of the Acquisition;
(xvii) waived, compromised or settled any claim or regulatory proceeding (whether
actual or threatened) by or against any member of the Wider Gresham Group
which would or might reasonably be expected to be materially adverse to the
Wider Gresham Group taken as a whole or is material in the context of the
Acquisition, otherwise than in the ordinary course of business;
(xviii) made, proposed or agreed or consented to or procured any change to, or the
custodian or trustee of any scheme having made a change to (to an extent which
would or might reasonably be expected to be materially adverse to the Wider
Gresham Group taken as a whole or to be material in the context of the
Acquisition):
(1) the terms of the trust deeds and rules constituting the pension scheme(s)
established by any member of the Wider Gresham Group for its directors,
employees, former employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
(3) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(4) the basis upon which the liabilities (including pensions) of such pension
schemes are funded, valued, made, agreed or consented to;
(xix) carried out any act:
(1) which would or might reasonably be expected to lead to the commencement of the
winding up of any pension scheme(s) established by any member of the Wider
Gresham Group for its directors, former directors, employees, former employees
or their dependants;
(2) which would or might reasonably be expected to create a material debt owed by
an employer to any such plan; or
(3) which would or might reasonably be expected to accelerate any obligation on
any employer to fund or pay additional contributions to any such plan;
(xx) proposed, agreed to provide or modified the terms of any share option scheme,
incentive scheme, retention scheme or other benefit (including compensation)
relating to the employment or termination of employment of any person employed
by the Wider Gresham Group other than in accordance with the terms of the
Acquisition or, if required by the Takeover Code, as agreed by the Panel
and/or Bidco; or
(xxi) entered into any agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition; or
(xxii) other than with the consent of Bidco, having taken (or agreed or proposed to
take) any action which requires, or would require, the consent of the Panel or
the approval of Gresham Shareholders in general meeting in accordance with, or
as contemplated by, Rule 21.1 of the Takeover Code,
and, for the purposes of paragraphs (i) to (v) (inclusive), (viii) and (ix) of
this Condition, the term "Gresham Group" shall mean Gresham and its
wholly-owned subsidiaries;
No material adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 30 June 2023, there having been:
(i) no adverse change or deterioration having occurred, and no circumstance having
arisen which would or might reasonably be expected to result in any adverse
change or deterioration, in the business, assets, financial or trading
position or profits or prospects or operational performance of any member of
the Wider Gresham Group which is material in the context of the Wider Gresham
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced or instituted by or against or remaining
outstanding against or in respect of, any member of the Wider Gresham Group or
to which any member of the Wider Gresham Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no investigation or other
regulatory proceedings by any Third Party having been threatened, announced,
instituted or remain outstanding by, against or in respect of any member of
the Wider Gresham Group, in each case which might reasonably be expected to
have a material adverse effect on the Wider Gresham Group taken as a whole;
(iii) no enquiry, review or investigation by (or complaint or reference to) any
Third Party or other investigative body against or in respect of any member of
the Wider Gresham Group having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider
Gresham Group, in each case which might reasonably be expected to have a
material adverse effect on the Wider Gresham Group taken as a whole;
(iv) no contingent or other liability having arisen or become apparent to Bidco or
increased which affects, or which would be reasonably likely to affect,
adversely the business, assets, financial or trading position or profits or
prospects of any member of the Wider Gresham Group to an extent which is
material in the context of the Wider Gresham Group;
(v) no steps having been taken, and no omissions having been made, which are
reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Gresham Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider Gresham
Group taken as a whole; and
(vi) no member of the Wider Gresham Group having conducted its business in material
breach of any applicable laws and regulations;
No discovery of certain matters regarding information, liabilities and
environmental issues
(k) since 30 June 2023, except as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning the Wider Gresham
Group as publicly announced prior to the date of this Announcement or
disclosed at any time to any member of the Wider Bidco Group or to any of
their advisers by or on behalf of any member of the Wider Gresham Group prior
to the date of this Announcement is misleading, contains a misrepresentation
of any fact, or omits to state a fact necessary to make that information not
misleading, in any such case to a material extent in the context of the Wider
Gresham Group taken as a whole;
(ii) that any member of the Wider Gresham Group is subject to any liability
(contingent or otherwise) and which is material in the context of the Wider
Gresham Group taken as a whole;
(iii) that any past or present member of the Wider Gresham Group has failed to
comply in any respect with any applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any liability including any
penalty for non-compliance (whether actual or contingent) on the part of any
member of the Wider Gresham Group which is material in the context of the
Wider Gresham Group taken as a whole;
(iv) that there is or is reasonably likely to be any obligation or liability
(whether actual or contingent) or requirement to make good, remediate, repair,
reinstate or clean up any property, asset or any controlled waters currently
or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Gresham Group (or on its behalf), or in
which any such member may have or previously have had or be deemed to have had
an interest, under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party or any other
person or body in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto, in each case
which is material in the context of the Wider Gresham Group taken as a whole;
(v) that circumstances exist (whether as a result of the Acquisition or otherwise)
which would be reasonably likely to lead to any Third Party instituting, or
whereby any past or present member of the Wider Gresham Group would be likely
to be required to institute, an environmental audit or take any other steps
which would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Gresham Group (or on its behalf) or by any
person for which a member of the Wider Gresham Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest, in each case which is material in the context
of the Wider Gresham Group taken as a whole; or
(vi) any information which affects the import of any information disclosed at any
time by or on behalf of any member of the Wider Gresham Group in a manner
which is materially adverse in the context of the Acquisition;
Anti-corruption, sanctions, criminal property, IT
(l) no past or present member, director, officer, employee or agent of the Wider
Gresham Group or any person that performs or has performed services (or
otherwise acts or has acted) for or on behalf of any such company being or at
any time having been engaged in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other anti-corruption legislation applicable to
the Wider Gresham Group;
(m) no asset nor any member of the Wider Gresham Group constituting criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (f) of that definition);
(n) no past or present member, director, officer, employee or agent of the Wider
Gresham Group or any person that performs or has performed services for or on
behalf of any such member, director, officer or employee being or at any time
having been engaged in any activity or business with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which US or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury & Customs; or
(ii) any government, entity or individual targeted or covered by any of the
economic sanctions administered or imposed by the United Nations, the US
(including, without limitation, the United States Office of Foreign Assets
Control), the United Kingdom, the European Union (or any of its respective
member states) or any other governments or supranational body or authority in
any jurisdiction, save that this shall not apply if and to the extent that it
is or would be unenforceable by reason of breach of any applicable Blocking
Law, in each case to an extent which is material in the context of the Wider
Gresham Group taken as a whole;
(o) no member of the Wider Gresham Group being or at any time having been engaged
in a transaction which would cause any member of the Wider Bidco Group to be
in breach of any applicable law or regulation on completion of the
Acquisition, including the economic sanctions administered by the United
States Office of Foreign Assets Control or HM Treasury & Customs or any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, United States, the United Kingdom or the European Union or
any of its member states or any other governments or supranational body or
authority in any jurisdiction, save that this shall not apply if and to the
extent that it is or would be unenforceable by reason of breach of any
applicable Blocking Law; and
(p) no disruption having occurred in the operation of the Wider Gresham Group as a
result of issues relating to information technology or any failure or other
substandard performance of any such information technology (including, without
limitation, any information security breach or unauthorised access of, or
unauthorised acts in relation to, any such information technology), in each
case which is material in the context of the Wider Gresham Group.
Part B: Certain further terms
1. Subject to the requirements of the Panel, in accordance with the Takeover
Code, Bidco reserves the right, in its sole discretion, to waive:
a) the deadline set out in Condition 1 in Part A of this Appendix 1, and any of
the deadlines set out in Condition 2 in Part A of this Appendix 1 for the
timing of the Court Meeting and the General Meeting. If any such deadline is
not met, Bidco will make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Gresham to extend the deadline in relation
to the relevant Condition. In all other respects, Condition 2 in Part A of
this Appendix 1 cannot be waived; and
b) in whole or in part, all or any of Conditions 3(a) to (p) (inclusive) in Part
A of this Appendix 1.
2. Conditions 3(a) to (p) (inclusive) in Part A of this Appendix 1 must be
fulfilled or waived by Bidco by no later than 11.59 p.m. on the date
immediately preceding the date of the Scheme Court Hearing, failing which the
Scheme will lapse.
3. Bidco shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as satisfied or fulfilled any
of the Conditions capable of waiver by a date earlier than the latest date
specified above for the fulfilment or waiver thereof, notwithstanding that the
other Conditions of the Acquisition may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
4. If Bidco is required by the Panel to make an offer for Gresham Shares under
the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations
to any of the above Conditions and terms of the Acquisition as are necessary
to comply with the provisions of that Rule.
5. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 6 below,
Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
6. Condition 1 (subject to Rule 12 of the Takeover Code), Conditions 2(a)(i),
2(b)(i), 2(c) and 2(d) above and, if applicable, any acceptance condition if
the Acquisition is implemented by means of an Offer, are not subject to Rule
13.5(a) of the Takeover Code.
7. Any Condition that is subject to Rule 13.5(a) may be waived by Bidco.
8. The Gresham Shares acquired under the Acquisition will be acquired fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) announced,
declared, made or paid, or any other return of capital (whether by reduction
of share capital or share premium account or otherwise) made, in each case by
reference to a record date falling on or after the Effective Date.
9. If, on or after the date of this Announcement but prior to the Effective Date,
any dividend and/or other form of capital return or distribution is announced,
declared, made or paid or becomes payable in respect of Gresham Shares (other
than the Permitted Dividend), Bidco reserves the right to reduce the
consideration payable under the terms of the Cash Offer by an amount up to the
aggregate amount of such dividend and/or distribution and/or return of
capital, in which case any reference in this Announcement to the consideration
payable under the Cash Offer will be deemed to be a reference to the
consideration as so reduced. Any exercise by Bidco of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme. In such circumstances, Gresham
Shareholders would be entitled to retain any such dividend, distribution or
other return of capital declared, made or paid which becomes payable. If and
to the extent that any such dividend, distribution or other return of capital
(other than the Permitted Dividend) is announced, declared, made or paid or
becomes payable and is either: (i) transferred pursuant to the Acquisition on
a basis which entitles Bidco to receive the dividend, distribution or other
return of capital and to retain it; or (ii) cancelled before payment, the
consideration payable under the terms of the Cash Offer shall not be subject
to change in accordance with this paragraph 9. Any exercise by Bidco of its
rights referred to in this paragraph 9 shall not be regarded as constituting
any revision or variation of the terms of the Acquisition.
10. Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the consent of the Panel).
In such event, the Offer will be implemented on substantially the same terms,
so far as applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect, among other things, the change in the
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 the Companies Act 2006 to acquire compulsorily any
outstanding Gresham Shares to which such offer relates.
11. The availability of the Acquisition to persons not resident in the United
Kingdom may be affected by the laws or regulatory requirements of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
12. The Acquisition is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of 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.
13. This Announcement and any rights or liabilities arising hereunder, the
Acquisition and the Scheme, and any proxies will be governed by English law
and be subject to the jurisdiction of the Court and to the Conditions and
further terms set out in this Appendix 1 and to be set out in the Scheme
Document. The Acquisition will be governed by the laws of England and Wales
and be subject to the jurisdiction of the English courts and to the Conditions
set out above. The Scheme will be subject to the applicable requirements of
English law, the Takeover Code, the Panel, the London Stock Exchange, the
Registrar of Companies and the Financial Conduct Authority.
14. Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources have been used:
1. historical financial information relating to the Gresham Group has been
extracted or derived (without any adjustment) from the 2022 Gresham Annual
Report and the Trading Announcement announced on 11 January 2024;
2. as at the close of business on 8 April 2024 (being the Last Practicable Date),
there were 83,874,458 Gresham Shares in issue. The International Securities
Identification Number (ISIN) for Gresham Shares is GB0008808825;
3. the value attributable to the entire issued ordinary share capital of Gresham
is based on the fully diluted share capital of Gresham (being 89,559,438
Gresham Shares). That has been calculated on the basis of: (a) 83,874,458
Gresham Shares in issue on 8 April 2024 (being the Last Practicable Date); and
(b) up to a further 5,684,980 Gresham Shares which may be issued on or after
the date of this Announcement, but before the Scheme Record Time, following
the exercise of options and vesting of awards under the Gresham Share Plans;
4. all prices and closing prices for Gresham Shares are closing middle market
quotations derived from the London Stock Exchange Daily Official List (SEDOL);
and
5. volume-weighted average prices have been derived from Bloomberg and have been
rounded to the nearest single decimal place.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Gresham Directors
The Gresham Directors who are interested in Gresham Shares have given
irrevocable undertakings to vote (or, where applicable, procure voting) in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer) in
respect of their own beneficial holdings (and those of their connected
persons) of Gresham Shares:
Name Total Number of Percentage of existing issued Gresham share capital
Gresham Shares
Ian Manocha 166,640 0.20 per cent.
Thomas Mullan 76,054 0.09 per cent.
Andrew Balchin 17,608 0.02 per cent.
Jennifer Knott 31,250 0.04 per cent.
Oliver Scott 155,434 0.19 per cent.
The irrevocable undertakings given by the above named Gresham Directors
require them to vote in favour of the Scheme at the Court Meeting.
The irrevocable undertakings provided by each of the above named Gresham
Directors shall cease to be binding on the earlier of the following
occurrences: (i) if the Scheme Document or the Offer Document (as the case may
be) has not been published within 28 days of the issue of this Announcement
(or within such longer period as Bidco, with the consent of the Panel,
determines), provided that if Bidco elects to exercise its right to implement
the Acquisition by way of an Offer, the time period in this paragraph (i)
shall be extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date for the
publication of the Offer Document as the Panel may require); or (ii) on the
earlier of (I) the Long-Stop Date; or (II) the date on which the Acquisition
(whether implemented by way of a Scheme or Offer) is withdrawn or lapses in
accordance with its terms, or fails to be sanctioned by the Court and/or
approved by a General Meeting in the case of a Scheme (unless the Acquisition
is withdrawn or lapses solely as a result of Bidco exercising its right to
implement the Acquisition by way of an Offer rather than by way of a Scheme)
and no new, revised or replacement takeover offer or scheme of arrangement is
or has been announced by Bidco, in accordance with Rule 2.7 of the Takeover
Code, within 10 Business Days after any such lapse or renewal.
2. Gresham Shareholders (other than the Gresham Directors)
In addition to the above mentioned Gresham Directors, each of the following
Gresham Shareholders has given an irrevocable undertaking to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by an Offer, to accept or procure
acceptance of such Offer) in respect of the Gresham Shares in which it is
interested.
Name Total Number of Percentage of existing issued
Gresham Shares
Gresham share capital
Kestrel Partners LLP 20,004,573 23.85
Herald Investment Trust plc 4,321,274 5.15
The obligations contained in the irrevocable undertakings provided by each of
the named Gresham Shareholders (other than Gresham Directors) above lapse and
cease to have effect if: (i) the Acquisition has not completed by 5.00 p.m. on
the Long-Stop Date; or (ii) the Acquisition (whether implemented by way of a
Scheme or an Offer) lapses or is withdrawn in a manner which is permitted by
the Panel, save where such lapse or withdrawal is as a result of Bidco
exercising its right to implement the Acquisition by way of an Offer rather
than by way of a Scheme or vice versa in accordance with the Takeover Code.
The Kestrel Irrevocable will also cease to be binding if any third party
announces a firm intention to make an offer in accordance with Rule 2.7 of the
Takeover Code for all of the issued and to be issued ordinary share capital of
Gresham which puts a value on each Gresham Share of at least 188 pence, and by
no later than 5:00pm on the fifth business day after the date on which such an
offer is made, the consideration per Gresham Share offered by Bidco is not
increased by Bidco such that Bidco's offer is of a value equal to or exceeding
such higher competing offer made by the relevant third party.
The Herald Irrevocable will also cease to be binding if any third party
announces a firm intention to make an offer in accordance with Rule 2.7 of the
Takeover Code for all of the issued and to be issued ordinary share capital of
Gresham which puts a value on each Gresham Share of at least 188 pence, and by
no later than 5:00pm on the fifth business day after the date on which such an
offer is made, the consideration per Gresham Share offered by Bidco is not
increased by Bidco such that Bidco's offer is of a value equal to or exceeding
10% above such higher competing offer made by the relevant third party.
3. Letters of Intent
Schroder Investment Management Limited, Amati Global Investors Limited and J O
Hambro Capital Management Limited have each given a non-binding, revocable
letter of intent to vote (or, where applicable, procure voting) in favour of
the Scheme at the Court Meeting and the Special Resolution to be proposed at
the General Meeting (or in the event that the Acquisition is implemented by an
Offer, to accept or procure acceptance of such Offer) in respect of, in
aggregate, 13,325,000 Gresham Shares, representing approximately 15.89 per
cent. of the existing issued ordinary share capital of Gresham and 15.89 per
cent. of the Scheme Shares eligible to vote at the Court Meeting, in each
case, as at the Last Practicable Date.
Further, Schroder Investment Management Limited and J O Hambro Capital
Management Limited have indicated in their respective letters that they will
vote (or, where applicable, procure voting) in favour of the Scheme at the
Court Meeting and the Special Resolution to be proposed at the General Meeting
(or in the event that the Acquisition is implemented by an Offer, to accept or
procure acceptance of such Offer) in respect of their respective Gresham
Shares, even if a third party other than Bidco or a subsidiary of Bidco or any
person acting in concert with Bidco announces its firm intention to make an
offer in accordance with Rule 2.7 of the Takeover Code to acquire all of the
issued and to be issued ordinary share capital of Gresham which puts a value
on each Gresham Share of less than 180 pence (in respect of Schroder
Investment Management Limited) or less than 188 pence (in respect of J O
Hambro Capital Management Limited).
APPENDIX 4
DEFINITIONS
"2022 Gresham Annual Report" the annual report and audited accounts of Gresham for the year ended 31
December 2022;
"Acquisition" the proposed acquisition of the entire issued and to be issued share capital
of Gresham (other than Excluded Shares) by Bidco, to be effected by means of
the Scheme, or should Bidco so elect (subject to consent of the Panel, if
required), by means of an Offer and, where the context admits, any subsequent
revision, variation, extension or renewal thereof;
"Announcement" this Announcement (including the summary of the full announcement) made
pursuant to Rule 2.7 of the Takeover Code;
"Articles" the articles of association of Gresham, as amended from time to time;
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals in each case
of a Third Party;
"Bidco" Alliance Bidco Ltd, a private limited company incorporated in England and
Wales on 19 December 2022 with registered number 14547056 and whose registered
office is at 32 Cornhill, London, England, EC3V 3SG;
"Bidco Group" Bidco and its subsidiary undertakings and, where the context permits, each of
them;
"Blocking Law" (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union or the United Kingdom); (ii) any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018; or (iii) any similar blocking or anti-boycott law;
"Business Day" any day (excluding any Saturday or Sunday or any public holiday in England) on
which banks in the City of London are generally open for business;
"Cash Offer" 163 pence per Scheme Share;
"Companies Act 2006" the United Kingdom Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" has the meaning given to it in paragraph 11.1 of this Announcement;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting or meetings of the Scheme Shareholders (or any class or classes
thereof) to be convened by order of the Court pursuant to section 896 of the
Companies Act 2006 (notice of which will be set out in the Scheme Document)
for the purpose of considering and, if thought fit, approving the Scheme (with
or without amendment) and any adjournment, postponement or reconvention
thereof;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear in accordance with
the Crest Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/ 3755) as
transposed into United Kingdom law by EUWA and as further amended by secondary
legislation made under EUWA from time to time;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Disclosed" the information disclosed by or on behalf of Gresham:
(i) in the 2022 Gresham Annual Report;
(ii) in Gresham's financial results for the six month period
ended 30 June 2023;
(iii) in this Announcement;
(iv) in any other announcement to a Regulatory
Information Service prior to the publication of this
Announcement; and
(v) as otherwise fairly disclosed in writing by or on behalf
of Gresham to Bidco or STG (or each of their respective
officers, employees, agents or advisers in their
capacity as such) prior to the date of this
Announcement (including via the virtual data room
operated by or on behalf of Gresham in respect of the
Acquisition);
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the Financial Conduct
Authority and forming part of the Financial Conduct Authority's handbook of
rules and guidance, as amended from time to time;
"DSBP" the Gresham Deferred Share Bonus Plan, adopted on 11 December 2017 and as
amended from time to time (and including the United States Restricted Share
Unit Award Sub-Plan thereto);
"EBITDA" earnings before interest, taxation, depreciation and amortisation;
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of the Offer, the Offer
having been declared or having become unconditional in all respects in
accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Scheme becomes Effective;
"Euroclear" Euroclear UK & Ireland Limited (a company incorporated in England and
Wales with registered number 02878738, being the operator of CREST);
"EUWA" the European Union (Withdrawal) Act 2018;
"Excluded Shares" any Gresham Shares which are:
(i) held by Gresham as treasury shares (within the meaning of the
Companies Act);
(ii) registered in the name of, or beneficially owned by, Bidco or any
other member of the Wider Bidco Group; or
(iii) registered in the name of, or beneficially owned by STG,
in each case, at the relevant time;
"FY2023" the financial year of Gresham ended 31 December 2023;
"General Meeting" the general meeting of Gresham Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme for the purpose of
considering and, if thought fit, approving the Special Resolution;
"Gresham" Gresham Technologies plc, a public limited company incorporated in England and
Wales on 14 September 1972 with registered number 01072032 and whose
registered office is at Aldermary House, 10-15 Queen Street, London, EC4N 1TX;
"Gresham Directors" or "Gresham Board" the directors of Gresham as at the date of this Announcement or, where the
context so requires, the directors of Gresham from time to time;
"Gresham Group" Gresham and its subsidiary undertakings and, where the context permits, each
of them;
"Gresham Shareholders" the holders of Gresham Shares;
"Gresham Shares" the existing unconditionally allotted or issued fully paid ordinary shares of
5 pence each in the capital of Gresham and any further such ordinary shares
which are unconditionally allotted or issued before (i) the Scheme becomes
Effective or (ii) if the Acquisition is implemented by way of an Offer, before
the Offer having been declared or having become unconditional in accordance
with the requirements of the Takeover Code;
"Gresham Share Plans" (i) the Gresham Enterprise Management Incentive Plan, adopted on 30 December
2010 and as amended from time to time; (ii) the Gresham Unapproved Plan,
adopted on 30 December 2010 and as amended from time to time; (iii) the DSBP;
and (iv) the Gresham Performance Share Plan, adopted on 30 December 2020, and
as amended from time to time;
"Houlihan Lokey" Houlihan Lokey Advisory Limited;
"Invested Bonus Share Plan" the arrangement connected with the DSBP pursuant to which participants
purchase Gresham Shares with their bonus and hold or have such Gresham Shares
held pursuant to certain conditions;
"Last Practicable Date" 8 April 2024, being the last practicable date prior to publication of this
Announcement;
"London Stock Exchange" London Stock Exchange plc or its successor;
"Long-Stop Date" 9 January 2025 or such later date as may be agreed in writing by Bidco and
Gresham (with the Panel's consent and as the Court may approve (if such
approval(s) is or are required));
"Main Market" the market of that name operated by the London Stock Exchange;
"Market Abuse Regulation" the United Kingdom version of the Market Abuse Regulation (EU) No 596/2014,
which came into effect on 1 January 2021 when the EU Market Abuse Regulation
(EU) No 596/2014 was incorporated into United Kingdom domestic law by EUWA,
with certain modifications;
"Meetings" the Court Meeting and the General Meeting and, where the context permits, each
of them;
"Non-Executive Directors" means Richard Last, Andy Balchin, Jenny Knott and Oliver Scott;
"Offer" if, subject to the consent of the Panel, the Acquisition is implemented by way
of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act
2006, the offer to be made by or on behalf of Bidco to acquire the entire
issued and to be issued ordinary share capital of Gresham and, where the
context admits, any subsequent revision, variation, extension or renewal of
such offer;
"Offer Document" should the Acquisition be implemented by means of an Offer, the document to be
published by or on behalf of Bidco in connection with the Offer, containing,
inter alia, the terms and conditions of the Offer;
"Offer Period" the Offer Period (as defined by the Takeover Code) relating to Gresham
commencing on the date of this Announcement and ending on the earlier of the
date on which the Scheme becomes Effective and/or the date on which the Scheme
lapses or is withdrawn (or such other date as the Panel may decide);
"Official List" the Official List of the Financial Conduct Authority;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Gresham Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Permitted Dividend" the interim dividend of 0.75 pence per Gresham Share for the year ended 31
December 2023 which is to be paid prior to the Effective Date;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" a regulatory information service as defined in the Financial Conduct Authority
Handbook;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Gresham Shareholders in that
jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Gresham and Scheme Shareholders to implement the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed to by Gresham and Bidco;
"Scheme Court Hearing" the hearing by the Court of the application to sanction the Scheme pursuant to
section 899 of the Companies Act 2006 and any adjournment, postponement or
reconvening thereof;
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006;
"Scheme Document" the document to be despatched to Gresham Shareholders and persons with
information rights setting out, among other things, the details of the
Acquisition, an explanatory statement in accordance with section 897 of the
Companies Act 2006, the full terms and conditions of the Scheme and containing
the notices convening the Court Meeting and the General Meeting;
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately prior to the Effective Date, or such
other time as Gresham and Bidco may agree;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" (i) the Gresham Shares in issue at the date of the Scheme Document;
(ii) any Gresham Shares issued after the date of the Scheme Document and
prior to the Scheme Voting Record Time; and
(iii) any Gresham Shares issued at or after the Scheme Voting Record Time
and prior to the Scheme Record Time in respect of which the original or any
subsequent holder thereof is bound by the Scheme, or shall by such time have
agreed in writing to be bound by the Scheme,
and, in each case, remaining in issue at the Scheme Record Time but excluding
any Excluded Shares;
"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking;
"Singer Capital Markets" Singer Capital Markets Advisory LLP;
"Special Resolution" the special resolution to be proposed at the General Meeting for the purposes
of authorising the Gresham Directors to take such action as they consider
necessary to implement the Scheme and which must be passed by Gresham
Shareholders (to the extent permitted to vote pursuant to the Takeover Code,
applicable law or the direction or order of the Court whose sanction is
required for the Scheme) representing 75 per cent. or more of the votes cast
(either in person or by proxy) at the General Meeting;
"STG" STG Partners, LLC;
"STG Funds" STG Allegro, L.P., STG Allegro-A, L.P. and STG Allegro Executive Fund, L.P.;
"Takeover Code" the City Code on Takeovers and Mergers of the United Kingdom issued by the
Panel, as amended from time to time;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution, employee
representative body or any other body or person whatsoever in any
jurisdiction;
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
"US Exchange Act" US Securities Exchange Act of 1934 (as amended), and the rules and regulations
promulgated thereunder;
"Wider Bidco Group" Bidco and its subsidiaries, subsidiary undertakings, associated undertakings
and any other body corporate, partnership, joint venture or person in which
Bidco and/or such subsidiaries or undertakings (aggregating their interests)
have a Significant Interest;
"Wider Gresham Group" Gresham and its subsidiaries, subsidiary undertakings, associated undertakings
and any other body corporate, partnership, joint venture or person in which
Gresham and/or such subsidiaries or undertakings (aggregating their interests)
have a Significant Interest; and
"William Blair" William Blair International, Limited.
For the purposes of this Announcement:
· "subsidiary", "subsidiary undertaking" and "undertaking" have the
respective meanings given by the Companies Act 2006 and "associated
undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
(other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall
be excluded for this purpose);
· all references to a statutory provision or law or to any order or
regulation shall be construed as a reference to that provision, law, order or
regulation as extended, modified, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or validly deriving therefrom;
· all references to time are to London time unless otherwise
stated;
· all references to "£" and "pence" are to the lawful currency of
the United Kingdom; and
· references to the singular include the plural and vice versa.
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. END OFFQKCBNBBKKKQKRecent news on Gresham Technologies
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