TIDMGLAN
RNS Number : 8934J
Accel - KKR Company, LLC
21 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
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
21 August 2023
RECOMMED CASH OFFER
FOR
GLANTUS HOLDINGS PLC
BY
GENESIS BIDCO LIMITED
(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY
BASWARE OY)
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Announcement relating to despatch of Rule 15 Proposal
In accordance with Rule 15(c) of the Irish Takeover Panel Act,
1997, Takeover Rules 2022 (the "Irish Takeover Rules"), Genesis
Bidco Limited ("Bidco") and Glantus Holdings plc ("Glantus")
announce that a letter dated 21 August 2023 containing details of
the proposal (the "Proposal") to Glantus Optionholders has been
despatched to such holders in connection with the acquisition.
The Proposal is being made available for inspection on Glantus's
website at https://www.glantus.com/ and Basware's website at
https://www.basware.com/. For the avoidance of doubt, the content
of such websites is not incorporated into, and does not form part
of, this announcement.
Request for Proposal
If you are a Glantus Optionholder and did not receive the
Proposal, please contact Paula Nolan, Company Secretary, Glantus at
Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24,
Ireland.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document published by Glantus on 21 August
2023.
Statements Required by the Irish Takeover Rules
The Glantus Directors accept responsibility for the information
contained in this announcement relating to Glantus, the Glantus
Group and the Glantus Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Glantus Directors (who, in
each case, have taken all reasonable care to ensure such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The Bidco Directors and Basware Directors accept responsibility
for the information contained in this announcement other than that
relating to Glantus, the Glantus Group and the Glantus Directors
and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Bidco Directors and the Basware Directors (who, in each case, have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Disclosure Requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of the Company must make an 'opening position
disclosure' following the commencement of the 'offer period'. An
'opening position disclosure' must contain the details contained in
Rule 8.6(a) of the Irish Takeover Rules, including, among other
things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of the Company. An 'opening position
disclosure' by a person to whom Rule 8.3(a) applies must be made by
no later than 3:30pm. (GMT+1) on the day falling ten 'business
days' following the commencement of the 'offer period'. Relevant
persons who deal in any 'relevant securities' prior to the deadline
for making an 'opening position disclosure' must instead make a
'dealing' disclosure as described below.
Under the provisions of Rule 8.3(b) of the Irish Takeover Rules,
if any person is, or becomes, 'interested' in 1% or more of any
class of 'relevant securities' of the Company, that person must
publicly disclose all 'dealings' in any 'relevant securities' of
the Company during the 'offer period', by not later than 3:30pm.
(GMT+1) on the 'business day' following the date of the relevant
transaction.
If two or more persons co-operate on the basis of any agreement
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of the Company or any
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
In addition, any offeror must make an 'opening position
disclosure' by no later 12:00 noon (GMT+1) on the date falling ten
'business days' following the commencement of the 'offer period' or
the announcement that first identifies a securities exchange
offeror, as applicable, and disclose details of any 'dealings' by
it or any person 'acting in concert' with it in 'relevant
securities' during the 'offer period', by no later than 12:00 noon
(GMT+1) on the business day following the date of the transaction
(see Irish Takeover Rules 8.1, 8.2 and 8.4).
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
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 in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover 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 decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the Laws of Ireland and the Irish Takeover Rules 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 jurisdictions outside of Ireland. Unless otherwise
determined by Basware and Bidco or required by the Irish Takeover
Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in,
into or from any Restricted Jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
facilities from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Bidco, Basware and Glantus disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
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END
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