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
15 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
Update on
financing
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"). Capitalised
terms not otherwise defined in this announcement have the meaning
given in the Rule 2.7 Announcement.
The Rule 2.7 Announcement stated that Bidco had
received a signed commitment letter from certain lenders (the
"Financing Commitment
Letter") in relation to the financing of the
Acquisition.
On 12 July 2024, Bidco entered into an interim
facilities agreement with, among others, ADS Holdings (Lux) S.à
r.l., KKR European Direct Lending Designated Activity Company, KKR
EDL III (EUR) Designated Activity Company, CVC Credit Partners
European Direct Lending III SPV (Unlevered) S.à.r.l., CVC Credit
Partners European Direct Lending III SPV (Levered) S.à.r.l., CVC
Credit Partners European Direct Lending Fund IV SPV (Unlevered) S.à
r.l., CVC Credit Partners European Direct Lending Fund IV SPV
(Levered) S.à r.l., CVC Private Credit Fund (WH) S.à r.l. and CVC
Credit Partners Private Credit 2023-1 SPV S.à r.l. (together, the
"Interim Lenders") (the
"Interim Facilities
Agreement"). The Interim Facilities Agreement reflects the
interim financing terms committed to in the Financing Commitment
Letter. A summary of the terms of the Interim Facilities Agreement
is attached as the Appendix to this announcement.
Copies of the Interim Facilities Agreement,
certain related documents and this announcement will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc
by no later than 12.00 p.m. on the business day 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.
* 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: +44
(0) 20 7034 3500
|
Christian Jones
James Murray
|
|
Jefferies
(Lead Financial Adviser to Bridgepoint and Bidco)
|
Tel: +44
(0) 20 7029 8000
|
Philip Noblet
James Umbers
Daniel Frommelt
Harry Bourne
|
|
Peel Hunt
(Financial Adviser to Bridgepoint and Bidco)
|
Tel: +44
(0)20 7418 8900
|
Mark Barrow
Andrew Buchanan
Michael Nicholson
Marc Jones
|
|
FGS Global (PR
Adviser to Bridgepoint and Bidco)
|
Tel: +44
(0) 20 7073 6324
|
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.
APPENDIX
Summary of the Interim Facilities
Agreement
On 12 July 2024, Bidco, its two
immediate holding companies (Actium Midco 2 (UK) Limited (the
"Midco 2") and Actium Midco
3 (UK) Limited ("Midco 3"))
and the Interim Lenders (among others) entered into the Interim
Facilities Agreement (the "Interim
Facilities Agreement") pursuant to which the original
interim lenders thereunder (the "Interim Lenders") have made available
to Bidco a £220 million term loan facility (the "Interim Term Facility") and £50 million
multi-currency revolving credit facility (the "Interim Revolving Facility" and
together with the Interim Term Facility, the "Interim Facilities") as further
described below.
In due course, Bidco expects to
enter into a senior facilities agreement ("Senior Facilities Agreement") with,
among others, the Interim Lenders (and/or their affiliates and
related funds), which will replace the Interim Facilities Agreement
and will also provide for an additional £50 million multi-currency
term facility for future acquisitions and future capital
expenditure.
Purpose
The proceeds of the Interim
Facilities are to be applied as follows:
(A) to
finance/refinance the consideration payable for the
Acquisition;
(B) the
payment of fees, costs and expenses relating to the Acquisition or
any transaction document;
(C) to
repay, refinance or acquire existing indebtedness of Alpha FMC and
its subsidiaries or any shareholder indebtedness, including
breakage costs, prepayment premia and hedge close-out costs, and
any fees, costs and expenses of that refinancing or
acquisition;
(D)
overfunding of cash on the balance sheet of Midco 2 and its
subsidiaries (the "Banking
Group");
(E) on
lending by Bidco to other members of the Banking Group;
and
(F) in
respect of the Interim Revolving Facility only (and in addition to
the other purposes above), to finance or refinance the general
corporate purposes and/or working capital requirements of the
Banking Group.
Repayment terms - final maturity
The final maturity date of the
Interim Facilities is the date which falls 90 days after the date
on which Alpha FMC has become a wholly-owned direct subsidiary of
Bidco and all of the consideration payable for the Acquisition in
respect of the shares of Alpha FMC or proposals made or to be made
under Rule 15 of the Code in the United Kingdom in connection with
the Acquisition has been paid in full.
Prepayment and repayment terms -
voluntary/mandatory
Bidco may voluntarily cancel and
prepay the Interim Facilities in whole or in part at any time
subject to the giving of three business days' prior
notice.
Commitments under the Interim Term
Facility will be automatically cancelled by amounts drawn under the
core long-term term loan facility in the Senior Facilities
Agreement ("Facility B"), provided that the amount of net cash proceeds received by
the registrar or receiving agent for onward settlement of the
consideration payable for the Acquisition as a result of such
drawing is equal to the amount of net cash proceeds that would have
been received had the drawing been made under the Interim
Facilities Agreement instead.
Undrawn commitments under the
Interim Revolving Facility will be automatically cancelled in full
on the date on which Facility B has been first utilised under the
Senior Facilities Agreement.
The proceeds of applicable drawings
under the Senior Facilities Agreement shall be applied towards
prepaying any loans outstanding under the Interim Facilities in
full.
In addition, prepayment and
cancellation rights shall apply (and/or may be exercised by the
applicable lenders) in respect of illegality, change of control or
a sale of all or substantially all of the assets of the Banking
Group.
Interest rates and fees
The rate of interest payable on each
loan drawn under the Interim Facilities is the aggregate of the
applicable margin, plus the applicable reference rate (being term
SOFR for USD loans, Euribor for Euro loans and compounded SONIA for
Sterling loans).
Upfront fees, among other fees, are
also payable in connection with the commitments under, and
utilisation of, the Interim Facilities.
The margin in respect of Interim
Facilities is 5.25% per annum.
Guarantees and security
The Interim Lenders will receive the
benefit of guarantees and security in respect of the Interim
Facilities. In particular, Midco 2 and Midco 3 will each provide a
guarantee of Bidco's payment obligations, and Midco 2, Midco 3 and
Bidco will each provide English security over shares in certain
subsidiaries, material bank accounts and material intra-group
receivables, in addition to a floating charge, in each case
pursuant to a customary English law debenture (the
"Interim Security").
Representations, warranties, undertakings and events of
default
The Interim Facilities Agreement
will contain representations and warranties, undertakings and
events of default that are customary for a financing of this
nature.
Representations and warranties will
be made (subject to various exceptions and materiality and other
thresholds) regarding status, power and authority, non-conflict
with other obligations, binding obligations, validity and
admissibility in evidence and anti-corruption and
sanctions.
The Interim Facilities Agreement
will also contain operational general undertakings (subject to
various exceptions and materiality and other thresholds) regarding
acquisitions and mergers, negative pledge, financial indebtedness,
disposals, distributions, pari passu ranking of obligations
generally, guarantees, loans out, holding company status and
undertakings in relation to the Scheme and
any Takeover Offer.
Events of default (subject to
various exceptions, materiality and other thresholds and grace
periods) will consist of non-payment, breach of other obligations,
misrepresentations, invalidity/ illegality/ repudiation/ rescission
and certain insolvency events.
Conditions precedent
The conditions precedent to the
first utilisation of the Interim Facilities (both documentary and
otherwise) include, among other things, the delivery of the Interim
Security and customary officer's certificates setting out various
confirmations in respect of applicable conditions being
satisfied.
The foregoing description is a
high-level overview of Interim Facilities Agreement. As
mentioned, it is envisaged that the Senior Facilities Agreement
will replace the Interim Facilities (and which is intended to take
place prior to drawdown of the Interim Facilities and the Scheme
becoming effective).