REG - Gresham Technologies - Update on satisfaction of Conditions and Timetable

Gresham TechnologiesAnnouncement

20/06/2024 07:00

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RNS Number : 1361T  Gresham Technologies PLC  20 June 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 June 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

 

Update on satisfaction of the Conditions and Timetable

 

On 9 April 2024, the boards of Alliance Bidco Ltd ("Bidco") and Gresham
Technologies plc ("Gresham") announced that they had reached an agreement on
the terms of a recommended cash offer by Bidco to acquire the entire issued
and to be issued share capital of Gresham (the "Acquisition"). The Acquisition
is being implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

Gresham published a shareholder circular relating to the Scheme on 18 April
2024 (the "Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document, unless
the context requires otherwise.

On 16 May 2024, Gresham announced that, at both the Court Meeting and General
Meeting held on that date in connection with the Acquisition, the requisite
majorities voted in favour of all resolutions necessary to approve and give
effect to the Scheme.

Further to the announcement on 18 June 2024 providing an update on the
satisfaction of certain conditions to the Scheme, Gresham and Bidco are
pleased to announce that all regulatory approvals for the Scheme have been
received and that therefore conditions 3(a) to 3(d) in Part Three of the
Scheme Document have been satisfied.

 

Timetable update

The Acquisition remains subject to certain other Conditions including the
Court sanctioning the Scheme at the Scheme Court Hearing, the delivery of a
copy of the Scheme Court Order to the Registrar of Companies and the
satisfaction or (where capable of being waived) waiver of the other Conditions
to the Acquisition as set out in Part Three of the Scheme Document. Subject to
the satisfaction of these Conditions, the Scheme Court Hearing is due to be
held on 5 July 2024 and the Scheme is expected to become Effective on 9 July
2024. A further announcement will be made by Gresham following the Scheme
Court Hearing.

Further to the above, set out below is an updated expected timetable of principal events for the implementation of the Scheme.
 Event                                                                          Expected time/date((1))
 Scheme Court Hearing (to sanction the Scheme)                                  5 July 2024
 Last day of dealings in, or for registration of transfers of, Gresham Shares   8 July 2024
 Scheme Record Time                                                             close of business on 8 July 2024
 Disablement of CREST in respect of Gresham Shares                              close of business on 8 July 2024
 Suspension of listing of, and dealings in, Gresham Shares on the London Stock  7.30 a.m. on 9 July 2024
 Exchange
 Effective Date of the Scheme                                                   9 July 2024
 Cancellation of listing and admission to trading of Gresham Shares on the      By 7.30 a.m. on 10 July 2024
 London Stock Exchange
 Last date for despatch of cheques and crediting of CREST for Cash              By 23 July 2024
 Consideration due under the Scheme
 Long Stop Date                                                                 9 January 2025((3))

Notes:

(1)         The dates and times given are based on current
expectations and are subject to change. Gresham will give adequate notice of
any changes to these dates and times, when known, by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Gresham's website at https://www.greshamtech.com/invest-in-us
(https://www.greshamtech.com/invest-in-us) . References to times are to
London, United Kingdom time unless otherwise stated.

(2)         The Scheme will become effective pursuant to its terms
upon delivery of a copy of the Scheme Court Order to the Registrar of
Companies.

(3)         This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
may be agreed by Gresham and Bidco (with the Panel's consent and as the Court
may approve (if such consent and/or approval is required)).

 

Enquiries

 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

 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

 

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

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, Ltd ("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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 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 Takeover Panel's website
at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the investor section of the Company's website at
https://www.greshamtech.com/invest-in-us by no later than 12 noon (London
time) on the business day immediately following the date of this
announcement.  The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Note to editors

Gresham Technologies is a leading software and services company that
specialises in providing real-time solutions for data integrity and control,
banking integration, payments and cash management. Listed on the main market
of the London Stock Exchange (GHT.L) and headquartered in the City of London,
its customers include some of the world's largest financial institutions and
corporates, all of whom are served locally from offices located in the UK,
Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and
scalable platform, available on-site or in the cloud, designed to address
today's most challenging financial control, risk management, data governance
and regulatory compliance problems. Learn more at www.greshamtech.com.

 

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