TIDMGHE
RNS Number : 1381V
Searchlight Capital Partners UK,LLP
30 November 2023
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
FOR IMMEDIATE RELEASE
30 November 2023
RECOMMED FINAL* CASH OFFER
for
GRESHAM HOUSE PLC ("GRESHAM HOUSE")
by
SEED BIDCO LIMITED ("BIDCO")
which is a company controlled by funds advised by
Searchlight Capital Partners, L.P. and its affiliates
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Update on Financing Arrangements
On 17 July 2023, the boards of directors of Gresham House and
Bidco, a newly incorporated entity formed by funds advised by
Searchlight Capital Partners, L.P. and its affiliates
("Searchlight") for the purposes of making an offer for Gresham
House, made an announcement pursuant to Rule 2.7 of the Takeover
Code (the "Rule 2.7 Announcement") that they had reached agreement
on the terms and conditions of a recommended final* cash offer for
the entire issued and to be issued ordinary share capital of
Gresham House by Bidco (the "Acquisition"), to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
The scheme document in respect of the Acquisition was published
and made available to Gresham House Shareholders on 4 August 2023
(the "Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Scheme Document.
On 30 August 2023, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and General Meeting. As at 22
November 2023, all of the regulatory Conditions set out in
paragraphs 3(a) to 3(u) in Part A of Part III of the Scheme
Document had been satisfied or waived.
The Acquisition remains subject to the Court's sanction of the
Scheme at the Court Hearing, which is expected to take place on 13
December 2023, a delivery of a copy of the Court Order to the
Registrar of Companies and the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in Part III of
the Scheme Document. An updated expected timetable of principal
events was published on 23 November 2023.
Entry into Senior Facilities Agreement
In the Scheme Document (see Part II, section 3), it was stated
that the Cash Consideration will be financed by a combination of
equity to be invested by the Searchlight Funds and debt to be
provided under the Interim Facilities Agreement entered into on 17
July 2023 by (amongst others) Bidco as company, the original
interim lenders named therein and Ares Management Limited ("Ares")
as interim facility agent and interim security agent.
Bidco announces that, on 27 November 2023, the following
documents have been entered into: (i) a senior facilities agreement
between, amongst others, Bidco as company and Ares as agent and as
security agent (the "Senior Facilities Agreement"), which replaces
the Interim Facilities Agreement; (ii) an intercreditor agreement
between, amongst others, Bidco as company and Ares as senior agent
and as security agent (the "Intercreditor Agreement"); (iii) an
upfront fee letter from the lenders named therein to Bidco as
company (the "Upfront Fee Letter"), which replaces the fee letter
dated 17 July 2023 from APC Holdings I, L.P. to Bidco as company;
(iv) a RCF upfront fee letter from the lender named therein to
Bidco as company (the "RCF Upfront Fee Letter"); (v) an agency fee
letter from Ares as agent and as security agent to Bidco as company
(the "Agency Fee Letter"), which replaces the interim agency fee
letter dated 17 July 2023 from Ares as interim facility agent and
as interim security agent to Bidco as company; (vi) a security
interest agreement between Midco as debtor and Ares as secured
party (the "Shares SIA"), which replaces the interim security
interest agreement dated 17 July 2023 between Midco as debtor and
Ares as secured party; (vii) a security interest agreement between
Bidco as debtor and Ares as secured party (the "Accounts SIA");
(viii) a conditions precedent status letter from Ares as agent to
Bidco as company (the "CP Status Letter"); and (ix) certain other
ancillary documents related thereto. Dean Street Advisers and
Rothschild & Co in their capacities as joint financial advisers
to Bidco, are satisfied that sufficient resources are available to
Bidco to satisfy in full the cash consideration payable to Scheme
Shareholders under the terms of the Acquisition.
A copy of the Senior Facilities Agreement, the Intercreditor
Agreement, the Upfront Fee Letter, the RCF Upfront Fee Letter, the
Agency Fee Letter, the Shares SIA, the Accounts SIA, the CP Status
Letter and certain other ancillary documents related thereto will
be available on Gresham House's website at
https://greshamhouse.com/ghe-plc-offer/.
Enquiries:
Searchlight
James Redmayne
Giles Marshall
Jonathan Laloum +44 (0)20 7290 7910
Dean Street Advisers (Financial Adviser to Searchlight and Bidco)
Mervyn Metcalf
Graeme Atkinson +44 (0)20 3818 8520
Rothschild & Co (Financial Adviser to Searchlight and Bidco)
Ravi Gupta
Christopher Kaladeen
Peter Brierley
David Morrison +44 (0)20 7280 5000
Prosek Partners (PR Adviser to Searchlight and Bidco)
Evangeline Barata +44 (0)20 3890 9193
Important notices
Dean Street Advisers Limited ("Dean Street Advisers"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Searchlight and Bidco
in connection with the matters set out in this Announcement and for
no one else and will not be responsible to anyone other than
Searchlight and Bidco for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out
in this Announcement. Neither Dean Street Advisers nor any of its
subsidiaries, branches or affiliates and 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 Dean Street Advisers in connection
with this Announcement, any statement contained herein or
otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Searchlight
and Bidco in connection with the matters set out in this
Announcement and for no one else and will not be responsible to
anyone other than Searchlight and Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the matters set out in this Announcement. Neither
Rothschild & Co nor any of its subsidiaries, branches or
affiliates and 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 Rothschild & Co in connection with this Announcement, any
statement contained herein or otherwise.
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 published and
posted to Gresham House Shareholders on 4 August 2023 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.
Gresham House and Bidco urge Gresham House Shareholders to read
the Scheme Document because it contains important information
relating to the Acquisition. Any decision to vote in respect of the
resolutions to be proposed at the Court Meeting and the General
Meeting should be based on the information contained in the Scheme
Document.
Each Gresham House Shareholder is advised to consult their
independent professional adviser regarding the tax consequences to
them (or to their beneficial owners) of the Acquisition.
This Announcement contains inside information in relation to
Gresham House for the purposes of Article 7 of the Market Abuse
Regulation. Upon publication of this Announcement, this information
is now considered to be in the public domain.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders are contained in the Scheme Document. 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.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) of Bidco may make certain purchases of, or arrangements to
purchase, shares in Gresham House outside such Takeover Offer
during the period in which such Takeover 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 and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement 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 such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Gresham House's financial statements, and all financial
information that is included in this Announcement, or is included
in the Scheme Document, have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not
be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, 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, or procure the vote, in
favour of the Scheme and 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
and all documents 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 a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Gresham House
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA and the
AIM Rules.
Dealing Disclosure Requirements of the Code
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 offerors,
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 of the Code.
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 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities 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 a Dealing
Disclosure.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Rothschild &
Co and Dean Street Advisers and their respective affiliates may
continue to act as exempt principal traders in Gresham House
securities on AIM. These purchases and activities by exempt
principal traders which are required to be made public in the
United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Publication on website and hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Gresham House's website at
www.greshamhouse.com/ghe-plc-offer and on Bidco's website at
www.seed-offer.com by no later than 12.00 p.m. on the Business Day
following the date of this Announcement.
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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
______________________________
* The financial terms of the Acquisition are final and will not
be increased, except that Bidco reserves the right to increase the
Acquisition Price where: (i) there is an announcement of a possible
offer or a firm intention to make an offer for Gresham House by any
third party; or (ii) the Panel otherwise provides its consent.
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END
OUPPPGWCGUPWPGB
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November 30, 2023 02:00 ET (07:00 GMT)
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