Scheme of Arrangement becomes Effective

Gresham Technologies PLC
09 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 OR REGULATIONS OF SUCH JURISDICTION

9 July 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

 

Scheme of Arrangement becomes Effective

 

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 and conditions of a recommended cash acquisition pursuant to which Bidco will 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"). The shareholder circular in relation to the Scheme was published by Gresham on 18 April 2024 (the "Scheme Document"). Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Further to the announcement made on 5 July 2024 that the Court has sanctioned the Scheme, the Scheme Court Order has now been delivered to the Registrar of Companies and, accordingly, the recommended cash acquisition for Gresham by Bidco has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of Gresham is now owned by Bidco.

Scheme Shareholders on the register of members of Gresham at the Scheme Record Time, being 6.30 p.m. on 8 July 2024, will receive 163 pence in cash for each Scheme Share. Settlement of the cash consideration due to Scheme Shareholders will occur within 14 days.

Dealings in Gresham Shares were suspended with effect from 7.30 a.m. (London time) on 9 July 2024. The cancellation of admission to trading of Gresham Shares on the Main Market of the London Stock Exchange is expected to take effect at 7.30 a.m. on 10 July 2024.

As a result of the Scheme having become effective, share certificates in respect of Gresham Shares have ceased to be valid documents of title and entitlements to Gresham Shares held in uncertificated form in CREST are being cancelled.

Additionally, as a result of the Scheme becoming effective, Andrew Balchin, Jennifer Knott, Richard Last and Oliver Scott have resigned from the Board of Gresham. 

Enquiries:

Gresham              

Ian Manocha / Tom Mullan

+44 (0) 20 7653 0200

Houlihan Lokey Advisory Limited (Financial Adviser and Rule 3 Adviser to Gresham)

Mark Fisher / Tim Richardson / Elliot Reader / Jack Durston

+44 (0) 20 7839 3355

Singer Capital Markets Advisory LLP (Corporate Broker to Gresham)

Shaun Dobson / Jen Boorer

+44 20 7496 3000

Alma Strategic Communications (PR Adviser to Gresham)

Josh Royston / Hilary Buchanan / Will Ellis Hancock

+44 20 3405 0205

 

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

+44 20 7868 4440

  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 relating to Financial Advisers

Further information

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.

 

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.

 

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.

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