Amendment Of Equity Commitment Letter

Bridgepoint Group plc

24 July 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

24 July 2024

Recommended Final* Cash Acquisition
 of
 Alpha Financial Markets Consulting plc ("Alpha FMC")
by
Actium Bidco (UK) Limited ("Bidco")
an indirect subsidiary of certain funds managed by Bridgepoint Advisers Limited

Amendment of Equity Commitment Letter

On 20 June 2024 the boards of Alpha FMC and Bidco announced (the "Rule 2.7 Announcement"), pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"), that they had agreed the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Alpha FMC (the "Acquisition"). On 16 July 2024, the board of Alpha FMC announced that it had published a circular in relation to the Acquisition (the "Scheme Document"). Capitalised terms not otherwise defined in this announcement have the meaning given in, as applicable, the Rule 2.7 Announcement or the Scheme Document.s

The Rule 2.7 Announcement and Scheme Document stated that Bidco had entered into an equity commitment letter dated 20 June 2024 made between Bidco and the Bridgepoint Investors (the "ECL"), pursuant to which, among other things, the Bridgepoint Investors agreed to provide equity financing to Bidco (whether directly or indirectly) in order that Bidco can use the funds to finance the cash consideration payable under the Acquisition.

On 23 July 2024, Bidco and the Bridgepoint Investors entered into a deed of amendment (the "Deed of Amendment") pursuant to which Bidco and the Bridgepoint Investors agreed to amend the terms of the ECL. Pursuant to the Deed of Amendment, each Bridgepoint Investor's Individual Commitment (as defined in the ECL) set out in the ECL was amended as set out in the Deed of Amendment.

Copies of the Deed of Amendment and this announcement are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

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

ENQUIRIES

Bridgepoint and Bidco	Tel: [phone]
Christian Jones James Murray
Jefferies (Lead Financial Adviser to Bridgepoint and Bidco)	Tel: [phone]
Philip Noblet James Umbers Daniel Frommelt Harry Bourne
Peel Hunt (Financial Adviser to Bridgepoint and Bidco)	Tel: [phone]
Mark Barrow Andrew Buchanan Michael Nicholson Marc Jones
FGS Global (PR Adviser to Bridgepoint and Bidco)	Tel: [phone]
James Murgatroyd Anjali Unnikrishnan Anna Tabor

Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint and Bidco.

IMPORTANT NOTICES RELATING TO FINANCIAL ADVISERS

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting as financial adviser to Bridgepoint and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bridgepoint and Bidco for providing the protections offered to clients of Jefferies or for providing advice in connection with any matter referred to in this announcement. Neither Jefferies nor any of its 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and regulated by the FCA, is acting exclusively for Bridgepoint and Bidco and no one else in connection with the Acquisition and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than Bridgepoint and Bidco (whether or not a recipient of this announcement) for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

FURTHER INFORMATION

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

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

 

END