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
THAT JURISDICTION
FOR IMMEDIATE
RELEASE
30 July 2024
RECOMMENDED CASH
ACQUISITION
of
GRC International Group
plc
by
Bloom Seed Bidco
Limited
(a newly formed company indirectly owned
by
investment funds advised by Bloom Equity
Partners Management, LLC.)
to be implemented by means of a scheme
of arrangement
under Part 26 of the Companies Act
2006
RESULTS OF COURT MEETING AND GENERAL
MEETING
On 5 June 2024, the boards of Bloom Seed Bidco
Limited ("Bidco") and GRC
International Group plc ("GRC") announced that they had reached
agreement on the terms of a recommended all cash offer by Bidco for
the entire issued, and to be issued, ordinary share capital of GRC
(the "Acquisition"). The
Acquisition is being implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
On 3 July, GRC published and posted a
circular in relation to the Scheme (the "Scheme Document") setting out, amongst
other things, a letter from the Chairman of GRC, the full terms and
conditions of the Scheme, and notices of the Court Meeting and
General Meeting (together, the "GRC Meetings").
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 on GRC's website at www.grci.group/investors/shareholder-information-offer
up to and including the Effective Date.
Results of the
GRC Meetings
The GRC Board is pleased to announce that at the GRC
Meetings, each held earlier today to consider the resolutions
relating to the Acquisition, all resolutions proposed were passed
by the requisite majorities at each of the meetings and,
accordingly, the Scheme was approved. Details of the resolutions
passed are set out in the notices of the GRC Meetings contained in
the Scheme Document.
At the Court Meeting a majority in
number of Scheme Shareholders present and voting (and entitled to
vote), either in person or by proxy, representing 75 per cent. or
more in value of the Scheme Shares voted by those Scheme
Shareholders approved the Scheme. At the General
Meeting, GRC Shareholders approved a special resolution for the
purpose of giving effect to the Scheme and the associated
amendments to the articles of association of the Company
(the "Resolution"). The Resolution was
duly passed by the requisite majority.
Voting Results
of the Court Meeting
The table below sets out the results of the
votes cast at the Court Meeting. The resolution proposed at the
Court Meeting was passed on a poll vote by Scheme Shareholders.
Scheme Shareholders were entitled to one vote per Scheme Share held
at the Voting Record Time at the Court Meeting.
The total number of Scheme Shares in issue at
the Voting Record Time was 107,826,246. No Scheme Shares are held
in treasury.
|
Number of Scheme Shares
voted
|
% of Scheme Shares
voted
|
Number of Scheme Shareholders
who voted
|
% of Scheme Shareholders who
voted
|
Number of Scheme Shares voted
as a % of the issued share capital of GRC
|
For
|
95,388,533
|
99.99
|
22
|
91.67
|
88.47
|
Against
|
6,152
|
0.01
|
2
|
8.33
|
0.01
|
Total
|
95,394,685
|
100.00
|
24
|
100.00
|
88.48
|
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such
percentages.
Voting Results
of the General Meeting
The table below sets out the results of the
votes cast at the General Meeting. GRC Shareholders were entitled
to one vote per GRC Share held at the Voting Record Time at the
General Meeting.
|
Number of GRC Shares
voted
|
% of GRC Shares
voted
|
For
|
96,610,291
|
99.99
|
Against
|
4,990
|
0.01
|
Withheld*
|
0
|
-
|
Total
|
96,615,281
|
100.00
|
*
A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Resolution.
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such
percentages.
Expected
Timetable
The Acquisition remains subject to the
satisfaction or, where applicable, waiver of the other Conditions
as set out in Part IV of the Scheme Document, including the Court
sanctioning the Scheme at the Scheme Court Hearing.
The current expected timetable of principal
events for the implementation of the Scheme is set out in the
Appendix to this Announcement and in the Scheme Document. The dates
and times given herein are indicative only and are subject to
change. If any of the key dates set out in the expected timetable
change, notice of any such change will be made by the issuance of
an announcement through a Regulatory Information Service, with
such announcements also being made available
on GRC's website
at https://grci.group/investors/shareholder-information-offer.
Enquiries
Bidco and
Bloom Equity
Bart Macdonald
Jeff Hsiang
|
c/o Cavendish
|
Cavendish (Sole Financial Adviser to Bidco and
Bloom Equity)
Henrik Persson
Marc Milmo
Fergus Sullivan
Rory Sale
|
+44 20 7220 0500
|
GRC
c/o Wyvern Partners
|
+44 33 0999 0222
|
Wyvern
Partners (Financial Adviser to GRC)
Andrew Robinson
Anthony Gahan
|
+44 20 7097 5205
|
Singer Capital
Markets (Rule 3 Adviser, Nominated Adviser and Joint Broker to
GRC)
Phil Davies
James Fischer
|
+44 20 7496 3000
|
Dowgate
Capital Limited (Joint Broker to GRC)
James Serjeant
Russell Cook
|
+44 (0)20 3903 7715
|
Fladgate LLP is acting as legal adviser to
Bidco and Bloom Equity.
Mills & Reeve LLP is acting as legal
adviser to GRC.
Appendix
Expected Timetable of Principal
Events
The
following dates and times associated with the Scheme are indicative
only and subject to change:
Scheme Court Hearing to sanction the
Scheme
|
|
6 August 2024
|
Last day of dealings in, and for registration
of transfers of, GRC Shares
|
|
7 August 2024
|
Scheme Record Time
|
|
6.00 p.m. on 7 August 2024
|
Disablement of CREST in respect of GRC
Shares
|
|
6.00 p.m. on 7 August 2024
|
Effective Date
of the Scheme
|
|
8 August 20242
|
Suspension of admission to trading on AIM of,
and dealings in, GRC Shares
|
|
7.30 a.m. on 8 August 2024
|
Cancellation of admission to trading on AIM of
GRC Shares
|
|
7.00 a.m. on 9 August 2024
|
Despatch of cheques and crediting of CREST
accounts for cash consideration under the Scheme
|
|
within 14 days after the Effective
Date
|
Long Stop Date
|
|
31 December 20243
|
1. All
references in this document to times are to times in London (unless
otherwise stated). The dates and times given are indicative only
and are based on GRC's current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the times and/or dates above change, the
revised times and/or dates will be notified to GRC Shareholders by
announcement through a Regulatory Information Service.
2. This will
be the date on which the Scheme Court Order is delivered to the
Registrar of Companies, subject to the satisfaction (or, if
applicable, waiver) of the Conditions.
3. This is
the latest date by which the Acquisition may become Effective,
unless (a) Bidco and GRC agree a later date, or (b) (in a
competitive situation) Bidco specifies a later date with the
consent of the Takeover Panel, and in each case (if so required)
the Court allows such later date.
Further information
Cavendish
Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bloom Equity and Bidco and no one else in connection
with the matters described in this Announcement and will not be
responsible to anyone other than Bloom Equity and Bidco for
providing the protections offered to clients of Cavendish or for
providing advice in connection with any matter referred to in this
Announcement. Neither Cavendish nor any of its affiliates (nor
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 Cavendish in
connection with this Announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or
implied, is made by Cavendish as to the contents of this
Announcement.
Wyvern
Partners Limited ("Wyvern"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively to GRC and no-one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than GRC for providing the protections afforded to
clients of Wyvern nor for providing advice in connection
with the subject matter of this Announcement. Neither Wyvern
nor any of its affiliates (nor any of their respective directors,
partners, 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 Wyvern in connection with
this Announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied,
is made by Wyvern as to the contents of this
Announcement.
Singer
Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser and nominated adviser exclusively to
GRC and no-one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than
GRC for providing the protections afforded to clients
of Singer Capital Markets nor for providing advice in
connection with the subject matter of this Announcement.
Neither Singer Capital Markets nor any of its affiliates
(nor any of their respective directors, partners, 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 Singer Capital Markets in connection with
this Announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied,
is made by Singer Capital Markets as to the contents of
this Announcement.
Dowgate
Capital Limited ("Dowgate"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
broker exclusively to GRC and no-one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than GRC for providing the protections afforded to
clients of Dowgate nor for providing advice in connection with the
subject matter of this Announcement. Neither Dowgate nor any of its
affiliates (nor any of their respective directors, partners,
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 Dowgate in connection with this Announcement,
any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by Dowgate
as to the contents of this Announcement.
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 GRC 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 an Offer, the
offer document), which will contain the full terms and conditions
of the Acquisition. Any decision in respect of or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or any other document
by which the Acquisition is made).
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 in or into
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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.
This Announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The
availability of the Acquisition to GRC Shareholders who are not
resident in and citizens of the UK may be affected by the laws of
the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. 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.
Further details in relation to Overseas Shareholders is contained
in the Scheme Document.
Unless
otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into, from, 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 where to do so would violate the laws in
that jurisdiction. Copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and may
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) may not mail
or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. 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,
into, from, 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.
Further
details in relation to Overseas Shareholders is contained in the
Scheme Document.
Notice to U.S.
GRC Shareholders
GRC
Shareholders in the United States should note that the Acquisition
relates to the securities of a company organised under the laws of
England and Wales and is proposed to be effected by means of a
scheme of arrangement under the Companies Act. This Announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the AIM Rules, the Takeover Code and UK disclosure
requirements, and the format and style applicable to a scheme of
arrangement under the Companies Act, all of which differ from those
in the United States. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the
proxy solicitation rules under the US Exchange Act. Accordingly,
the Scheme is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements and
practices of the United States tender offer and proxy solicitation
rules.
None of the
securities referred to in this Announcement nor the information
contained in this Announcement has 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 the fairness or
merits of the proposal contained in this Announcement or determined
the adequacy or accuracy of the information contained herein. Any
representation to the contrary is a criminal offence in the United
States.
GRC's
financial statements, and all financial information that is
included in this Announcement or in the Scheme Document, or any
other documents relating to the Acquisition, have been prepared in
accordance with the UK adopted International Accounting Standards
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 US generally accepted accounting
principles. US generally accepted principals differ in certain
respects from the UK adopted International Accounting Standards.
None of the financial information in this Announcement has been
audited in accordance with the auditing standards generally
accepted in the US or the auditing standards of the Public Company
Accounting Oversight Board of the US.
It may be
difficult for US holders of GRC Shares to enforce their rights and
any claims they may have arising under US federal securities laws
in connection with the Acquisition, since GRC is organised under
the laws of a country other than the United States, and some or all
of its officers and directors may be residents of countries other
than the United States, and most of the assets of GRC are located
outside of the United States. US holders of GRC Shares may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US federal securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's jurisdiction or
judgment.
If Bidco were
to elect to implement the Acquisition by means of an Offer, such
Offer may be made in compliance with applicable US securities laws
and regulations, including to the extent applicable, Section 14(e)
of the US Exchange Act and Regulation 14E thereunder, and will be
made in accordance with the Takeover Code. Such an Offer may be
made in the United States by Bidco and no one else. Accordingly,
the Acquisition may be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt
of cash pursuant to the Acquisition by a GRC Shareholder in the
United States as consideration for the transfer of its GRC Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under any applicable
United States state and local income tax laws. Each GRC Shareholder
in the United States is urged to consult its independent
professional tax or legal adviser immediately regarding the US
federal, state and local income and non-income tax consequences of
the Acquisition applicable to it, as well as any consequences
arising under the laws of any other taxing
jurisdiction.
Forward Looking Statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Acquisition,
and other information published by Bidco and GRC contain 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 GRC 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 include
statements relating to the expected effects of the Acquisition on
Bidco and GRC (including their future prospects, developments and
strategies), the expected timing and scope of the Acquisition and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "prepares", "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. 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 Bidco's, Bloom Equity's,
the Bloom Funds' or any member of the GRC Group's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Bidco's, GRC's, Bloom Equity's, the Bloom Funds' or any member
of the GRC Group's business.
Although
Bidco and GRC believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and GRC can give
no assurance that such expectations will prove to be correct. 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. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
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, Bloom Equity, the Bloom Funds and GRC
operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which Bidco, Bloom Equity, the Bloom Funds and
GRC operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bloom Equity, the Bloom Funds, Bidco
nor GRC, nor any of their respective associates or directors,
officers 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 will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the GRC Group,
there may be additional changes to the GRC Group's operations. As a
result, and given the fact that the changes relate to the future,
the resulting cost synergies may be materially greater or less than
those estimated.
Other than in
accordance with their legal or regulatory obligations, neither
Bidco, Bloom Equity, the Bloom Funds, nor GRC is under any
obligation, and Bidco, Bloom Equity, the Bloom Funds and GRC
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Dealing and Opening Position Disclosure
Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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) of the Takeover Code applies must be
made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Takeover Code, any person who is, or
becomes, interested in 1% 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 pm
(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.
Publication on
a website
In accordance
with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on GRC's website at
https://grci.group/investors/shareholder-information-offer
s by no later than 12 noon (London time)
on the Business Day following this Announcement. For the avoidance
of doubt, neither the content of this website nor of any website
accessible from hyperlinks set out in this Announcement is
incorporated by reference or forms part of this
Announcement.
No profit forecasts, estimates or quantified
benefits statements
No statement
in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for GRC for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for GRC.
Requesting hard copy documents
In accordance
with Rule 30.3 of the Takeover Code, GRC Shareholders, persons with
information rights and participants in the GRC Share Plan may
request a hard copy of this Announcement, free of charge, by
contacting the Company's registrars, Equiniti Limited, during
business hours on +44 (0)371 384 2050 or in writing to Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom. Calls 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. 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. In accordance with Rule 30.3 of the Takeover
Code, 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.
Electronic Communications
Please be
aware that addresses, electronic addresses and certain other
information provided by GRC Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from GRC may be provided to Bidco during the offer period as
required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.