REG - Gresham Technologies - Amended Form of Proxy

Gresham TechnologiesAnnouncement

22/04/2024 18:00

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RNS Number : 5816L  Gresham Technologies PLC  22 April 2024

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

22 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)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Amended Form of Proxy

On 9 April 2024, the boards of Alliance Bidco Ltd ("Bidco") and Gresham
Technologies plc ("Gresham") announced the terms of a recommended cash offer
by Bidco to acquire the entire issued and to be issued share capital of
Gresham by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").

Hard copies of the Scheme Document and Forms of Proxy for use at the Court
Meeting and the General Meeting were sent to Gresham Shareholders on 18 April
2024.

Capitalised terms in this announcement (this "Announcement") unless otherwise
defined, have the same meanings as set out in the Scheme Document.

Amended Yellow Form of Proxy for use at the General Meeting

An amended version of the yellow Form of Proxy for use at the General Meeting
has today been posted to all Gresham Shareholders. This replaces the original
yellow Form of Proxy that was sent to Gresham Shareholders on 18 April 2024,
along with the Scheme Document, which contains an error and should therefore
not be used. If you are a Gresham Shareholder who wishes to appoint a proxy
for the General Meeting, please use the amended yellow Form of Proxy. The
amended yellow Form of Proxy is also available on Gresham's website at
https://www.greshamtech.com/invest-in-us
(https://www.greshamtech.com/invest-in-us) .

If you have already completed and submitted the original yellow Form of Proxy,
you will still need to complete and return the amended yellow Form of Proxy to
validly appoint a proxy for the General Meeting on 16 May 2024. The deadline
for receipt of yellow Forms of Proxy is no later than 12:00 p.m. (London time)
on 14 May 2024 or, if the General Meeting is adjourned, 48 hours (excluding
any part of a day that is a non-working day) before the time fixed for the
adjourned General Meeting.

The blue Form of Proxy for use at the Court Meeting as sent to Gresham
Shareholders on 18 April 2024 is not affected and remains valid.

Shareholder helpline

If you have any questions relating to the contents of this Announcement please
contact the shareholder helpline, operated by Gresham's Registrar, Equiniti,
by calling +44 (0)371 384 2050 (calls to this number from outside the UK will
be charged at the applicable international rate). The helpline is open between
8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in
England and Wales). Please note that Equiniti cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.

The person responsible for arranging release of this Announcement on behalf of
Gresham is Jonathan Cathie, Company Secretary.

Enquiries:

 Gresham                                                                   +44 (0) 20 7653 0200

 Ian Manocha / Tom Mullan
 Houlihan Lokey Advisory Limited (Financial Adviser and Rule 3 Adviser to  +44 (0) 20 7839 3355
 Gresham)

 Mark Fisher / Tim Richardson / Elliot Reader / Jack Durston
 Singer Capital Markets Advisory LLP (Corporate Broker to Gresham)         +44 20 7496 3000

 Shaun Dobson / Jen Boorer
 Alma Strategic Communications (PR Adviser to Gresham)                     +44 20 3405 0205

 Josh Royston / Hilary Buchanan / Will Ellis Hancock
 Bidco                                                                     Enquiries via William Blair

 Marc Bala / Ishan Manaktala / Ben Livingston / Kial Kaiser
 William Blair International, Ltd (Financial Adviser to STG and Bidco)     +44 20 7868 4440

 Dominic Emery / Hanan Lee / Jakub Lenart / Robert von Martens

Taylor Wessing LLP is acting as legal adviser to Gresham.

 

Paul Hastings (Europe) LLP is acting as legal adviser to STG and Bidco.

 

Important Notices

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.

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.

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Gresham in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Offer, the offer document).

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

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

The release, publication or distribution of this Announcement or the Scheme
Document 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 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, the Scheme Document
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, the Scheme Document 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.

Additional information for U.S. 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 (http://www.londonstockexchange.com/) .
(http://www.londonstockexchange.com/)

The financial information included in 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 or the Scheme Document 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, the
Scheme Document 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.

Forward-Looking Statements

This Announcement, the Scheme Document (including information incorporated by
reference in the Scheme Document), 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 and/or the
Scheme Document 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 and/or the Scheme Document 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 and/or the Scheme Document 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 and the Scheme Document. Neither Gresham
nor Bidco assumes any obligation to update or correct the information
contained in this Announcement or the Scheme Document (whether as a result of
new information, future events or otherwise), except as required by applicable
law.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), 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 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 Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Gresham's website at
https://www.greshamtech.com/invest-in-us
(https://www.greshamtech.com/invest-in-us) by no later than 12 noon (London
time) on the Business Day following this Announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference 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 Part One of the
Scheme Document, no statement in this Announcement or the Scheme Document is
intended to constitute a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this Announcement or the
Scheme Document should be interpreted to mean that earnings or future earnings
per share for Gresham for the current or future financial years would
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 Code, Gresham Shareholders, persons with
information rights and participants in Gresham Share Plans may request a hard
copy of this announcement by contacting Gresham's registrars, Equiniti, during
business hours on +44 (0)371 384 2050 or at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA. 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. Calls made to
Equiniti 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. The helpline is open between 8.30 a.m. - 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Please note that
Equiniti cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

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 Code to comply with Rule 2.11(c) of the Code.

Right to switch to a Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Offer for the entire issued and to be issued share
capital of Gresham as an alternative to the Scheme. In such an event, the
Offer will be implemented on the same terms or, if Bidco so decides, on such
other terms being no less favourable (subject to appropriate amendments), so
far as applicable, as those which would apply to the Scheme and subject to the
amendment referred to in Part 3 (Conditions to and further terms of the Scheme
and the Acquisition) of the Scheme Document.

General

If the Acquisition is effected by way of a Offer, and such a 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.

 

 

 

 

 

 

 

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