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
6 August 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
COURT SANCTION OF SCHEME OF
ARRANGEMENT
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 full
details of the Acquisition. 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.
Court Sanction
of the Scheme
On 30 July 2024, it was announced that the
Scheme had been approved by the requisite majority of Scheme
Shareholders at the Court Meeting held on that date and
the Resolution relating to the implementation of the Scheme had
been approved by the requisite majority of GRC Shareholders at the
General Meeting, also held on 30 July 2024.
GRC announces that, at the Scheme Court Hearing held
earlier today, the High Court of
Justice in England and Wales granted the
Scheme Court Order sanctioning the Scheme.
The Scheme will become Effective upon the Scheme
Court Order (duly sealed by the Court) being delivered to the
Registrar of Companies, which is expected to occur on 8 August
2024. A further announcement will be made once the Scheme has
become Effective.
Suspension of
Dealings in and Cancellation of Admission to Trading of GRC
Shares
Application has been made for the suspension, and
subsequent cancellation, of trading in GRC Shares on AIM.
Suspension in the trading of GRC Shares is expected to take effect
from 7.30 a.m. on 8 August 2024. The last day for
dealings in, and for the registrations of transfers of, GRC Shares
will therefore be 7 August 2024.
It is expected that the cancellation of the listing
and admission to trading of GRC Shares on AIM will, subject to the
Scheme becoming Effective, take effect from 7.00
a.m. on 9 August 2024.
On the Effective Date, share certificates in respect
of Scheme Shares will cease to be valid documents of title, and any
entitlements to Scheme Shares held in uncertificated form in CREST
will be cancelled.
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.
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.
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.
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://www.GRC.group/investors
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.
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.