Publication and posting of Scheme Document

Gresham Technologies PLC

18 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

18 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

Publication and posting of Scheme Document

On 9 April 2024, the boards of Alliance Bidco Ltd ("Bidco") and Gresham Technologies plc ("Gresham") announced that they had reached 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 is pleased to announce that it has today published a circular in relation to the Scheme (the "Scheme Document"), setting out, amongst other things, a letter from the Chairman of Gresham, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Gresham Shareholders. The Scheme Document is available on Gresham's website (subject to certain restrictions to persons resident in Restricted Jurisdictions) at https://www.greshamtech.com/invest-in-us.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and General Meeting are being sent to Gresham Shareholders and (for information purposes only) to persons with information rights.

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 free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Gresham's website at https://www.greshamtech.com/invest-in-us up to and including the Effective Date. The content of this website is not incorporated into, and does not form part of, this Announcement.

The Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majority of Gresham Shareholders votes in favour of the Special Resolution. Notices convening the Court Meeting and the General Meeting for 11.45 a.m. and 12.00 p.m. respectively on 16 May 2024 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), both to be held at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London EC4A 3TR, are set out in the Scheme Document. Forms of Proxy for use at such Meetings will be enclosed with the Scheme Document. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Gresham Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible.

Recommendation of the Gresham Directors

The Gresham Directors, who have been so advised by Houlihan Lokey Advisory Limited ("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 City Code on Takeovers and Mergers ("Code").

Accordingly, the Gresham Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Gresham Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the Gresham Directors who hold Gresham Shares have irrevocably undertaken to do in respect of their own beneficial holdings.

Gresham Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service. The Acquisition is expected to complete in the third quarter of 2024. All times shown in this Announcement are references to London time unless otherwise stated.

Event	Time and/or date
Publication of the Scheme Document . . . . . . . . .  . . .. . . . . . .  . .		18 April 2024
Latest time for lodging Forms of Proxy for the:           Court Meeting (BLUE form) . . . . . . . . . . . . . . . . . . . . .		11.45 a.m. on 14 May 2024(1)
General Meeting (YELLOW form) . . . . . . . . . . . . . . . .		12.00 p.m. on 14 May 2024(2)
Scheme Voting Record Time for the Court Meeting and the General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6:30 p.m. on 14 May 2024(3)
Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11.45 a.m. on 16 May 2024
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12.00 p.m. on 16 May 2024(4)

The following dates are indicative only and are subject to change⁽⁵⁾

Scheme Court Hearing (to sanction the Scheme). . . . . . . . . . . . . . . . . . .	A date no later than 21 days after the satisfaction (or, if applicable, waiver) of the Conditions, being expected to occur in the third quarter of 2024 (and, in any event, prior to the Long Stop Date) ("D")
Last day of dealings in, and for the registration of transfers of Gresham Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	D+1 Business Day
Scheme Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6:30 p.m. on D+1 Business Day
Disablement of CREST in respect of Gresham Shares. . . . . . . . . . . . . .	6:30 p.m. on D+1 Business Day
Suspension of listing of, and dealings in, Gresham Shares on the London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	by 7:30 a.m. on D+2 Business Days
Expected Effective Date of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	D+2 Business Days (6)
Cancellation of admission to trading of Gresham Shares on London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	by 7:30 a.m. on the next Business Day after the Effective Date
Latest date for dispatch of cheques and crediting of CREST accounts due under the Scheme . . . . . . . . . . . . . . . . . . . . . .  . . . . . .  . . . . . . .	within 14 days of the Effective Date
Long Stop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9 January 2025 (7)

_____________________

(1)           It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 11.45 a.m. on 14 May 2024 or, if the Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of Equiniti, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting before the start of the Court Meeting (or any adjournment of it) and it will be valid.

(2)           In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 12.00 p.m. on 14 May 2024 or, if the General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day).

(3)           If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.

(4)           To commence at 12.00 p.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.

(5)           These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Gresham will give adequate notice of all of these dates and times, when known, by promptly 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. Participants in the Gresham Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Gresham Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

(6)           Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently to occur two Business Days after the date of the Sanction Hearing.

(7)           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 Gresham and Bidco may agree in writing (with the Panel's consent and as the Court may approve (should such approval be required)).

Cancellation of admission of Gresham Shares to trading on the Official List

Gresham Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange. It is intended that, shortly before the Effective Date, applications will be made to the London Stock Exchange for the cancellation of trading of the Gresham Shares on the Main Market and to the Financial Conduct Authority for the cancellation of the listing of the 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 will be the date of the Scheme Court Hearing and that no transfers will be registered after 6.30 p.m. (London time) on that date. These dates will depend, among other things, on the date on which the Court sanctions the Scheme. A further announcement will be made in the event that any of these dates change.

Shareholder helpline

If you have any questions relating to this Announcement, the Scheme Document or the completion and return of the Forms of Proxy, please contact the shareholder helpline, operated by Gresham's Registrar, Equiniti, by calling [phone] (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               Ian Manocha / Tom Mullam	[phone]
Houlihan Lokey Advisory Limited (Financial Adviser and Rule 3 Adviser to Gresham) Mark Fisher / Tim Richardson / Elliot Reader / Jack Durston	[phone]
Singer Capital Markets Advisory LLP (Corporate Broker to Gresham) Shaun Dobson / Jen Boorer	[phone]
Alma Strategic Communications (PR Adviser to Gresham) Josh Royston / Hilary Buchanan / Will Ellis Hancock	[phone]
Bidco Marc Bala / Ishan Manaktala / Ben Livingston / Kial Kaiser	Enquiries via William Blair
William Blair International, Ltd (Financial Adviser to STG and Bidco) Dominic Emery / Hanan Lee / Jakub Lenart / Robert von Martens	[phone]

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.

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 [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 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 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 [phone] 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.

 

END