Court Sanction of Scheme of Arrangement

GRC International Group PLC

06 August 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 August 2024

RECOMMENDED CASH ACQUISITION

of

GRC International Group plc

by

Bloom Seed Bidco Limited

(a newly formed company indirectly owned by

investment funds advised by Bloom Equity Partners Management, LLC.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 5 June 2024, the boards of Bloom Seed Bidco Limited ("Bidco") and GRC International Group plc ("GRC") announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued, and to be issued, ordinary share capital of GRC (the "Acquisition"). The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 3 July, GRC published and posted a circular in relation to the Scheme (the "Scheme Document") setting out full details of the Acquisition. Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available on GRC's website at www.grci.group/investors/shareholder-information-offer up to and including the Effective Date.

Court Sanction of the Scheme

On 30 July 2024, it was announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and the Resolution relating to the implementation of the Scheme had been approved by the requisite majority of GRC Shareholders at the General Meeting, also held on 30 July 2024.

GRC announces that, at the Scheme Court Hearing held earlier today, the High Court of Justice in England and Wales granted the Scheme Court Order sanctioning the Scheme.

The Scheme will become Effective upon the Scheme Court Order (duly sealed by the Court) being delivered to the Registrar of Companies, which is expected to occur on 8 August 2024.  A further announcement will be made once the Scheme has become Effective. 

Suspension of Dealings in and Cancellation of Admission to Trading of GRC Shares

Application has been made for the suspension, and subsequent cancellation, of trading in GRC Shares on AIM. Suspension in the trading of GRC Shares is expected to take effect from 7.30 a.m. on 8 August 2024. The last day for dealings in, and for the registrations of transfers of, GRC Shares will therefore be 7 August 2024.

It is expected that the cancellation of the listing and admission to trading of GRC Shares on AIM will, subject to the Scheme becoming Effective, take effect from 7.00 a.m. on 9 August 2024.

On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid documents of title, and any entitlements to Scheme Shares held in uncertificated form in CREST will be cancelled.

Enquiries

Bidco and Bloom Equity Bart Macdonald Jeff Hsiang	c/o Cavendish
Cavendish (Sole Financial Adviser to Bidco and Bloom Equity) Henrik Persson Marc Milmo Fergus Sullivan Rory Sale	[phone]
GRC   c/o Wyvern Partners	[phone]
Wyvern Partners (Financial Adviser to GRC) Andrew Robinson Anthony Gahan	[phone]
Singer Capital Markets (Rule 3 Adviser, Nominated Adviser and Joint Broker to GRC) Phil Davies James Fischer	[phone]
Dowgate Capital Limited (Joint Broker to GRC) James Serjeant Russell Cook	[phone]

Fladgate LLP is acting as legal adviser to Bidco and Bloom Equity.

Mills & Reeve LLP is acting as legal adviser to GRC.

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bloom Equity and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bloom Equity and Bidco for providing the protections offered to clients of Cavendish or for providing advice in connection with any matter referred to in this Announcement. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Cavendish in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this Announcement.

Wyvern Partners Limited ("Wyvern"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to GRC and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Wyvern nor for providing advice in connection with the subject matter of this Announcement. Neither Wyvern nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) 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 Wyvern in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Wyvern as to the contents of this Announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and nominated adviser exclusively to GRC and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the subject matter of this Announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) 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 Singer Capital Markets in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker exclusively to GRC and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than GRC for providing the protections afforded to clients of Dowgate nor for providing advice in connection with the subject matter of this Announcement. Neither Dowgate nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) 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 Dowgate in connection with this Announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Dowgate as to the contents of this Announcement.

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 GRC in any jurisdiction in contravention of applicable law.

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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 [phone] 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 will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GRC's website at https://www.GRC.group/investors by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from hyperlinks set out in this Announcement is incorporated by reference or forms part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, GRC Shareholders, persons with information rights and participants in the GRC Share Plan may request a hard copy of this Announcement, free of charge, by contacting the Company's registrars, Equiniti Limited, during business hours on [phone] or in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. 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. 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. In accordance with Rule 30.3 of the Takeover Code, 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 GRC Shareholders, persons with information rights and other relevant persons for the receipt of communications from GRC 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.

 

END