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
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
20 June 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
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
·
The Boards of Actium Bidco (UK) Limited ("Bidco"), an indirect subsidiary of
certain funds (together, the "Bridgepoint Fund") managed by
Bridgepoint Advisers Limited ("BAL"), and Alpha FMC are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued ordinary share capital of Alpha FMC (the
"Acquisition").
·
Under the terms of the Acquisition, Alpha FMC Independent
Shareholders will be entitled to receive:
for each Alpha FMC Share: 505 pence in
cash
(the "Final Offer Price")
·
The terms of the Acquisition value the entire issued and to
be issued ordinary share capital of Alpha FMC at approximately
£626.0 million on a fully diluted basis and represents a premium of
approximately:
·
50.7 per cent. to the Closing Price of 335 pence per Alpha
FMC Share on 30 April 2024 (being the last Business Day before the
date of the commencement of the Offer Period);
·
47.4 per cent. to the volume-weighted average price of 343
pence per Alpha FMC Share for the three-month period ended 30 April
2024 (being the last Business Day before the date of the
commencement of the Offer Period); and
·
42.9 per cent. to the volume-weighted average price of 353
pence per Alpha FMC Share for the six-month period ended 30 April
2024 (being the last Business Day before the date of the
commencement of the Offer Period).
·
The Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months
ended 31 March 2024 of £39.9 million, and a multiple of
approximately 14.5 times Alpha FMC's post-IFRS 16 adjusted EBITDA
for the twelve months ended 31 March 2024 of £42.2
million.
·
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.
·
The Acquisition is expected to be effected by means of a
Court-sanctioned scheme of arrangement between Alpha FMC and Scheme
Shareholders under Part 26 of the Companies Act 2006, although
Bidco reserves the right to effect the Acquisition by way of a
Takeover Offer.
·
If any dividend, other distribution or return of capital is
announced, declared, made or paid, or becomes payable, in respect
of Alpha FMC Shares on or after the date of this Announcement and
before the Effective Date, Bidco reserves the right to reduce the
consideration payable in respect of each Alpha FMC Share by the
amount of all or part of any such dividend, other distribution or
return of capital. If Bidco exercises this right or makes such a
reduction in respect of a dividend, other distribution or return of
capital that has not been paid, Alpha FMC Shareholders will be
entitled to receive and retain that dividend, other distribution or
return of capital.
Background to and reasons for the
Acquisition
·
Bridgepoint has a long and successful track record of
investing in the specialist consulting sector, working with
management teams to support businesses to unlock their potential
and accelerate their development. Bridgepoint couples that with
significant experience in the asset and wealth management,
alternatives and insurance end markets, as well as deep expertise
across the underlying financial services technology ecosystems (for
example, through investments in eFront, Calypso, Kyriba and
Fenergo).
·
Bridgepoint views Alpha FMC as a leading independent
specialist operating in the large and growing financial services
consulting market, importantly with a distinct culture and a high
calibre team of professionals. The sector is expected to benefit
from long-term growth drivers, including digital transformation,
increasing financial services regulation, evolving product
complexity, cost pressures and continued growth in assets under
management.
·
Bridgepoint believes that, with additional investment and
augmented talent and expertise, Alpha FMC is well placed to
succeed. In this context, Bridgepoint believes Alpha FMC's
potential can be unlocked through both continued organic growth and
further strategic M&A to add new capabilities, scale in
existing territories and to potentially add new end markets and
geographies to Alpha FMC's service matrix.
·
Bridgepoint is supportive of Alpha FMC's existing strategy
and management team and will look to draw on Bridgepoint's global
platform as well as history of successful collaborations to assist
Alpha FMC accelerate growth vectors that the management team have
already identified.
·
Bridgepoint believes that as a private company, Alpha FMC
will be able to take a longer-term view around investment and
talent recruitment and retention, to better fulfil its growth
potential and ambitious strategy. With Bridgepoint's attendant
capital firepower, Alpha FMC will be able to execute targeted
M&A against a pipeline of opportunities.
Information on Bidco and Bridgepoint
·
Bidco is a private company limited by shares registered in
England and Wales and incorporated on 23 May 2024 with company
number 15736419. Bidco is an indirect subsidiary of the Bridgepoint
Fund. Bidco was formed for purposes of the Acquisition and has not
traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the
Acquisition.
·
The Bridgepoint Fund is managed by BAL, which is a subsidiary
of Bridgepoint Group plc ("Bridgepoint"). Bridgepoint is one of
the world's leading quoted private asset growth investors,
specialising in private equity, private credit and, following the
ECP transaction, infrastructure. With €61 billion of assets under
management (pro forma for the ECP transaction) and a strong local
presence in Europe, North America and Asia, Bridgepoint combines
global scale with local market insight and sector
expertise.
·
Bridgepoint has a wealth of experience and a track record of
investments in specialist consultants (such as HKA, FCG, ERM and
Analysys Mason), and in end markets that are relevant to Alpha FMC
including asset and wealth management (such as Quilter Cheviot,
Cyrus Conseil and Primonial), insurance (such as Kereis) and
services to alternatives (such as PEI). In addition, Bridgepoint
has significant domain expertise across relevant financial services
software platforms and technology ecosystems (including eFront,
Calypso, Kyriba and Fenergo).
Irrevocable undertakings
·
Bidco has received irrevocable undertakings to vote in favour
(or procure a vote in favour) of the Scheme at the Court Meeting
and the Resolutions (including the Rule 16.2 Resolution) at the
General Meeting from those Alpha FMC Independent Directors who hold
Alpha FMC Shares in respect of their own beneficial shareholdings,
totalling 46,397 Alpha FMC Shares representing approximately 0.04
per cent. of the issued ordinary share capital of Alpha FMC as at
the Last Practicable Date.
·
Bidco has also received, pursuant to the Rollover
Arrangements, undertakings to vote in favour of the Special
Resolution at the General Meeting from the Rolling Managers who
hold, in aggregate, 3,471,927 Alpha FMC Shares representing
approximately 2.85 per cent. of the issued ordinary share capital
of Alpha FMC as at the Last Practicable Date.
·
Further details of these irrevocable undertakings are set out
in Appendix 3 to this
Announcement.
Rollover Arrangements
·
The Rolling Managers have entered into a Rollover and
Reinvestment Deed under which, among other things: (i) Bidco will
acquire all of the Alpha FMC Shares that the Rollup Managers hold
in exchange for cash and Bidco Rollover Notes; (ii) Bidco will
acquire all of the Alpha FMC Shares that the Reinvesting Managers
hold in exchange for cash; and (iii) Topco will acquire a portion
of the Alpha FMC Shares that the Rolldown Managers hold in
exchange for cash, while the remaining Alpha FMC Shares that the
Rolldown Managers hold will be contributed by the Rolldown Managers
to Topco in consideration for Topco Management Securities. The
Alpha FMC Shares which are subject to the Rollover and Reinvestment
Deed are excluded from the Scheme, and the Rolling Managers who
enter into the Rollover and Reinvestment Deed will not be entitled
to vote at the Court Meeting.
·
The Rollover and Reinvestment Deed includes undertakings to,
among other things: (i) vote (or procure a vote) in favour of the
Special Resolution at the General Meeting; (ii) not sell, transfer,
charge, encumber, pledge or grant any option over or otherwise
dispose of the Rolling Managers' respective Alpha FMC Shares other
than pursuant to the Rollover and Reinvestment Deed; and (iii) not
accept and/or not vote in favour of any competing scheme of
arrangement or any other offer or similar transaction in respect of
any of the Rolling Managers' respective Alpha FMC Shares which
might frustrate the Acquisition or any part of it; and (iv) not to
enter into any agreement or arrangement to participate in the
capital of any person in connection with or following any
transaction relating to Alpha FMC or its assets or any arrangement
which would fall under Rule 16.2(c) of the Code, subject to certain
exceptions. Further details of these undertakings are set out
in Appendix 3 to this
Announcement.
·
The Alpha FMC Independent Shareholders will be asked at the
General Meeting to approve the Rollover Arrangements as further
described in paragraph 10 by voting in
favour of the Rule 16.2 Resolution. Pursuant to Rule 16.2 of the
Code, neither the Rolling Managers nor their connected persons nor
any person holding Alpha FMC Shares on behalf of Rolling Managers
and/or any of their connected persons will be entitled to vote on
the Rule 16.2 Resolution, and voting on the Rule 16.2 Resolution
will be by way of a poll. The passing of the Rule 16.2 Resolution
is a condition to the Acquisition becoming Effective.
·
The Alpha FMC Independent Directors intend to recommend
unanimously that the Alpha FMC Independent Shareholders vote in
favour of the Rule 16.2 Resolution at the General Meeting. As
required by, and solely for the purposes of, Rule 16.2 of the Code,
Investec (as defined below) (in its capacity as independent adviser
to Alpha FMC for the purposes of Rule 3 of the Code) has reviewed
the terms of the Rollover Arrangements and considers that the terms
of the Rollover Arrangements are fair and reasonable, so far as the
Alpha FMC Independent Shareholders are concerned. In forming this
view, Investec has taken into account the commercial assessments of
the Alpha FMC Independent Directors.
·
Further details of the Rollover Arrangements are set out in
paragraph 10 of this
Announcement.
Recommendation
·
The Alpha FMC Independent Directors, who have been so advised
by Investec Bank plc ("Investec") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") as to the financial terms
of the Acquisition, consider the terms of the Acquisition to be
fair and reasonable. In providing advice to the Alpha FMC
Independent Directors, Investec and Berenberg have taken into
account the commercial assessments of the Alpha FMC Independent
Directors. Investec is providing independent financial advice to
the Alpha FMC Independent Directors for the purposes of Rule 3 of
the Code.
·
Accordingly, the Alpha FMC Independent Directors intend to
recommend unanimously that Scheme Shareholders vote in favour of
the Scheme at the Court Meeting, Alpha FMC Shareholders vote in
favour of the Special Resolution at the General Meeting and Alpha
FMC Independent Shareholders vote in favour of the Rule 16.2
Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, that Alpha
FMC Shareholders accept or procure acceptance of such Takeover
Offer) as the Alpha FMC Independent Directors who hold Alpha FMC
Shares have irrevocably undertaken to do in respect of their entire
beneficial holdings of Alpha FMC Shares, amounting in aggregate to
46,397 Alpha FMC Shares representing approximately 0.04 per cent.
of the issued ordinary share capital of Alpha FMC as at the Last
Practicable Date.
·
Further details of these irrevocable undertakings are set out
at Appendix 3 to this
Announcement.
Timetable and Conditions
·
The Acquisition is subject to, among other things, approvals
of the relevant Alpha FMC Shareholders, and the sanction of the
Scheme by the Court. The Acquisition is also subject to the other
terms and Conditions set out in Appendix 1 to this Announcement,
and to the full terms and conditions to be set out in the Scheme
Document.
·
The Acquisition will be put to Alpha FMC Shareholders at the
Court Meeting and at the General Meeting. Completion of the
Acquisition will be conditional, among other things, on the
following matters:
·
the approval of the Scheme by a majority in number of the
Scheme Shareholders voting at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the
Alpha FMC Shares voted;
·
the passing by the Alpha FMC Independent Shareholders
(representing a simple majority of votes cast on that resolution)
of the Rule 16.2 Resolution at the General Meeting; and
·
the passing by the Alpha FMC Shareholders (representing at
least 75 per cent. of votes cast on that resolution) of the Special
Resolution at the General Meeting.
·
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the actions to be
taken by Alpha FMC Shareholders. The Scheme Document will be posted
to Alpha FMC Shareholders within 28 days of this Announcement
(unless a later date is agreed between Bidco, Alpha FMC and the
Panel).
·
Alpha FMC Shares held by Rolling Managers are not subject to
the Scheme. The Rolling Managers are not eligible to vote at the
Court Meeting or to vote on the Rule 16.2 Resolution at the General
Meeting.
·
The Acquisition is expected to complete during Q3 2024,
subject to the satisfaction (or, where applicable, waiver) of the
Conditions set out in Appendix 1 to this Announcement.
Comments on the Acquisition
·
Commenting on the Acquisition, Charles Welham, Partner and
Head of Business and Financial Services at Bridgepoint,
said:
"This offer,
which we are pleased has been unanimously recommended by the Alpha
FMC Independent Directors, represents a significant premium and
allows shareholders to realise attractive value. Bridgepoint has
strong experience of backing specialist consultants and we are
excited to partner with the company and combine our breadth of
knowledge of these financial services end markets and the
technology ecosystems underpinning them with the bench of
specialist capabilities that Alpha FMC has built over many years.
We look forward to investing further both organically and
inorganically with Luc and the rest of the team."
·
Commenting on the Acquisition, Ken Fry, Independent
Non-Executive Chairman of Alpha FMC, said:
"Since its
AIM admission in 2017, Alpha FMC has successfully developed into a
leading global consultancy to the financial services industry and
delivered strong growth in revenues and profits through a proven
strategy of deepening client relationships, broadening the client
offering and geographic expansion. This is a testament to the
strength and relevance of the Alpha FMC Group's client proposition,
the market-leading expertise of its people and the quality of the
executive team.
Bridgepoint
is a highly successful investor, with a proven track record in
supporting specialist consulting businesses and high quality
management teams. Alpha FMC will benefit from their expertise and
support with the next phase of its development and growth,
providing both access to capital and continuity for both Alpha
FMC's clients and employees.
Whilst Alpha
FMC is well-positioned to make continued progress, the Alpha FMC
Independent Directors believe that the Acquisition recognises the
quality and value of the business and represents an opportunity for
Alpha FMC Shareholders to realise their entire investment, in cash,
at an attractive premium. Accordingly, the Alpha FMC Independent
Directors intend to recommend unanimously the Acquisition to Alpha
FMC Shareholders."
This summary
should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices.
The conditions
to, and certain further terms of, the Acquisition are set out
in Appendix
1 to this Announcement. The
bases and sources for certain financial information contained in
this Announcement are set out in Appendix 2. Details of irrevocable undertakings received
by Bidco are set out in Appendix 3. A summary of the key terms of certain
securities in Topco is set out in Appendix 4. The defined terms used in this
Announcement are set out in Appendix 5.
Enquiries:
Bridgepoint
and Bidco
Christian Jones
James Murray
|
Tel: +44 (0) 20 7034
3500
|
Jefferies
(Lead Financial Adviser to Bridgepoint and Bidco)
Philip Noblet
James Umbers
Daniel Frommelt
Harry Bourne
|
Tel: +44 (0) 20 7029
8000
|
Peel Hunt
(Financial Adviser to Bridgepoint and Bidco)
Mark Barrow
Andrew Buchanan
Michael Nicholson
Marc Jones
|
Tel: +44 (0)20 7418
8900
|
FGS Global (PR
Adviser to Bridgepoint and Bidco)
James Murgatroyd
Anjali Unnikrishnan
Anna Tabor
|
Tel: +44 (0) 20 7073
6324
|
Alpha
FMC
Luc Baqué (Chief Executive Officer)
John Paton (Chief Financial Officer)
Georgina Sharley (Group Company
Secretary)
|
Tel: +44 (0)20 7796
9300
|
Investec Bank
plc (Lead Financial Adviser, NOMAD and Joint Corporate Broker to
Alpha FMC)
James Rudd, Patrick Robb (Corporate Broking and
PLC Advisory)
Jonathan Arrowsmith, Edward Thomas (M&A
Advisory)
|
Tel: +44 (0)20 7597
4000
|
Berenberg
(Joint Financial Adviser and Joint Corporate Broker to Alpha
FMC)
Toby Flaux
Miles Cox
James Thompson
Alix Mecklenburg-Solodkoff
|
Tel: +44 (0)20 3207
7800
|
Camarco -
Financial PR
Ed Gascoigne-Pees
Phoebe Pugh
|
Tel: +44 (0)20 3757
4980
|
Allen Overy Shearman Sterling LLP is acting as
legal adviser to Bridgepoint and Bidco. Addleshaw Goddard LLP is
acting as legal adviser to Alpha FMC.
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.
Investec Bank
plc ("Investec"), which is
authorised by the Prudential Regulation Authority (the
"PRA") and regulated
by the Financial Conduct Authority and PRA in the United Kingdom,
is acting exclusively as lead financial adviser to Alpha FMC and
for no one else in connection with the Acquisition and will not be
responsible to any person other than Alpha FMC for providing the
protections afforded to clients of Investec, nor for providing
advice in relation to the Acquisition, the content of this
Announcement or any matter referred to in this Announcement.
Neither Investec nor any of its subsidiaries, branches or
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 Investec in connection with this Announcement, any statement
contained herein or otherwise.
Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority and
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Alpha FMC and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Alpha FMC for
providing the protections afforded to clients of Berenberg, or for
providing advice in connection with the Acquisition or any matter
referred to herein. Neither Berenberg 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 Berenberg 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 any offer or
invitation 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. The Acquisition will be made solely through the Scheme
Document (and the accompanying Forms of Proxy) or, in the event
that the Acquisition is to be implemented by means of a Takeover
Offer, the Takeover Offer document, which will contain the full
terms and conditions of the Acquisition, including, if applicable
details of how to vote in respect of the Scheme. Any decision in
respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer
document).
This
Announcement does not constitute a prospectus or
a prospectus
exempted document.
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
jurisdictions outside England.
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 FSMA 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 jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition or to vote their
Alpha FMC Shares in respect of the Scheme at the Court Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which
they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall 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 in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The Acquisition will be subject to the applicable requirements
of English law, the Code, the Panel, the Court, the London Stock
Exchange and the FCA.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the
Acquisition.
Further details in relation to Alpha FMC Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Additional
information for U.S. investors
The Acquisition relates to an offer for the shares of a
company incorporated in England & Wales and is being made by
means of a scheme of arrangement provided for under English company
law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in the UK listed on the London Stock
Exchange, which differ from the disclosure requirements of the U.S.
tender offer and proxy solicitation rules. The financial
information with respect to Bidco included in this Announcement and
the Scheme Document has been or will have been prepared in
accordance with IFRS and thus may not be comparable to the
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the U.S. If, in the future, Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable
U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
Some or all of Alpha FMC's officers and directors reside
outside the U.S., and some or all of its assets are or may be
located in jurisdictions outside the U.S. Therefore, investors may
have difficulty effecting service of process within the U.S. upon
those persons or recovering against Alpha FMC or its officers or
directors on judgments of U.S. courts, including judgments based
upon the civil liability provisions of the U.S. federal securities
laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgment. It
may not be possible to sue Alpha FMC or its officers or directors
in a non-U.S. court for violations of the U.S. securities
laws.
In
accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Alpha FMC outside of the U.S., other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of cash pursuant to the Scheme by U.S. Alpha FMC
Shareholders as consideration for the transfer of Alpha FMC Shares
pursuant to the Scheme may be a taxable transaction for U.S.
federal income tax purposes and under applicable U.S. state and
local, as well as foreign and other, tax laws. Each Alpha FMC
Shareholder (including U.S. Alpha FMC Shareholders) is urged to
consult their independent professional adviser immediately
regarding the tax consequences of the transaction applicable to
them.
Forward-looking
statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Acquisition,
and other information published by Bridgepoint, Bidco and/or Alpha
FMC contain statements which are, or may be deemed to be,
"forward-looking statements". All statements, other than statements
of historical fact 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 assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of Bridgepoint, Bidco and/or Alpha FMC about future
events, and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ
materially from those 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 Bridgepoint, the Wider Bidco Group, the Wider
Alpha FMC Group and the Enlarged Group, 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 "plans",
"expects", "budget", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" 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. Neither Bridgepoint, Bidco nor Alpha
FMC give any assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risks
(known and unknown) and uncertainties (and other factors that are
in many cases beyond the control of Bridgepoint, Bidco and/or Alpha
FMC) because they relate to events and depend on circumstances that
may or may not occur in the future.
There are a
number of factors that could affect the future operations of
Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group
and/or the Enlarged Group and that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as
well as additional factors, such as: domestic and global business
and economic conditions; the impact of pandemics, asset prices;
market‑related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government
and regulation, changes in the policies and actions of governments
and/or regulatory authorities (including changes related to capital
and tax), changes in political and economic stability (including
exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, disruption in business operations due
to reorganisation activities, interest rate, inflation, deflation
and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or
offers, the inability of the Enlarged Group to realise successfully
any anticipated synergy benefits when the Acquisition is
implemented (including changes to the board and/or employee
composition of the Enlarged Group), the inability of the Bidco
Group to integrate successfully the Alpha FMC Group's operations
and programmes when the Acquisition is implemented, the Enlarged
Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities), or difficulties relating to the
Acquisition when the Acquisition is implemented. Other unknown or
unpredictable factors could affect future operations and/or cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such
factors.
Each
forward-looking statement speaks only as of the date of this
Announcement. Neither Bridgepoint, the Bidco Group nor the Alpha
FMC Group, nor any of their respective members, partners,
associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation, the AIM Rules and the DTRs), neither
Bridgepoint, the Wider Bidco Group nor the Wider Alpha FMC Group is
under or undertakes any obligation, and each of the foregoing
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit
forecasts or estimates
Nothing in
this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per
share for Bidco or Alpha FMC for the current or future financial
years, will necessarily match or exceed the historical published
earnings or earnings per share for Bidco or Alpha FMC, as
appropriate.
Disclosure
requirements of the Code
Under
Rule 8.3(a) of the Code, any person who is interested in 1 per
cent. 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) applies must be made by no later
than 3.30 p.m. on the tenth business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. on the tenth 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 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 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 p.m. 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.
Electronic
Communications
Please be
aware that addresses, electronic addresses and certain information
provided by Alpha FMC Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Alpha FMC may be provided to Bidco during the Offer Period as
required under section 4 of Appendix 4 to the Code to comply with
Rule 2.11(c) of the Code.
Publication on
a website and availability of hard copies
This
Announcement and the documents required to be published pursuant to
Rule 26 of the Code 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
and on Alpha FMC's website at www.alphafmc.com promptly and in any
event by no later than 12 noon on the Business Day following
the date of this Announcement.
Neither the content of the
websites referred to in this Announcement nor the content of any
website accessible from hyperlinks in this Announcement is
incorporated into, or forms part of, this
Announcement.
Alpha FMC Shareholders may, subject to applicable
securities laws, request a hard copy of this Announcement (and any
information incorporated into it by reference to another source) by
contacting Alpha FMC's registrars, Computershare Investor Services
PLC, during business hours on 03707 020 003 within
the United Kingdom or on +44 (0) 370 702 0003 from overseas or by
submitting a request in writing to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE, United Kingdom, with an address to which
the hard copy may be sent. Alpha FMC Shareholders may, subject to applicable
securities laws, also request that all future documents,
announcements and information to be sent in relation to the
Acquisition should be in hard copy form.
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.
1.
Introduction
The Boards of Actium Bidco (UK) Limited
("Bidco"), an indirect
subsidiary of certain funds (together, the "Bridgepoint Fund") managed by
Bridgepoint Advisers Limited ("BAL"), and Alpha FMC are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued ordinary share capital of Alpha FMC (the
"Acquisition").
2. The
Acquisition
Under the terms of the Acquisition, which will
be subject to the conditions set out below and in Appendix 1 to
this Announcement and to the full terms and conditions which will
be set out in the Scheme Document, Alpha FMC Independent
Shareholders will be entitled to receive:
for each Alpha FMC Share: 505 pence in
cash
(the "Final Offer Price")
The terms of the Acquisition value the entire
issued and to be issued ordinary share capital of Alpha FMC at
approximately £626.0 million on a fully diluted basis and
represents a premium of approximately:
·
50.7 per cent. to the Closing Price of 335 pence per Alpha
FMC Share on 30 April 2024 (being the last Business Day before the
date of the commencement of the Offer Period);
·
47.4 per cent. to the volume-weighted average price of 343
pence per Alpha FMC Share for the three-month period ended 30 April
2024 (being the last Business Day before the date of the
commencement of the Offer Period); and
·
42.9 per cent. to the volume-weighted average price of 353
pence per Alpha FMC Share for the six-month period ended 30 April
2024 (being the last Business Day before the date of the
commencement of the Offer Period).
·
The Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months
ended 31 March 2024 of £39.9 million, and a multiple of
approximately 14.5 times Alpha FMC's post-IFRS 16 adjusted EBITDA
for the twelve months ended 31 March 2024 of £42.2
million.
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.
The Acquisition is expected to be effected by
means of a Court-sanctioned scheme of arrangement between Alpha FMC
and Scheme Shareholders under Part 26 of the Companies Act 2006,
although Bidco reserves the right to effect the Acquisition by way
of a Takeover Offer.
If any dividend, other distribution or return
of capital is announced, declared, made or paid, or becomes
payable, in respect of Alpha FMC Shares on or after the date of
this Announcement and before the Effective Date, Bidco reserves the
right to reduce the consideration payable in respect of each Alpha
FMC Share by the amount of all or part of any such dividend, other
distribution or return of capital. If Bidco exercises this right or
makes such a reduction in respect of a dividend, other distribution
or return of capital that has not been paid, Alpha FMC Shareholders
will be entitled to receive and retain that dividend, other
distribution or return of capital.
The Acquisition will be subject to the
Conditions and certain further terms set out in Appendix 1 to this
Announcement, including, among other things: (i) the approval of
Scheme Shareholders at the Court Meeting and the passing of the
Resolutions (including the Rule 16.2 Resolution) at the General
Meeting; (ii) the sanction of the Scheme by the Court; and (iii)
the Scheme becoming Effective no later than 11:59 p.m. on the Long
Stop Date. In order to become Effective, the Scheme must be
approved by a majority in number representing not less than 75 per
cent. in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) in each case present, entitled to
vote and voting, either in person or by proxy, at the Court Meeting
and at any separate class meeting which may be required by the
Court or at any adjournment of such meeting.
Alpha FMC Shares will be acquired by Bidco
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of Alpha FMC Shares.
3. Background
to and reasons for the Acquisition
Bridgepoint has a long and
successful track record of investing in the specialist consulting
sector, working with management teams to support businesses to
unlock their potential and accelerate their development.
Bridgepoint couples that with significant experience in the asset
and wealth management, alternatives and insurance end markets, as
well as deep expertise across the underlying financial services
technology ecosystems (for example, through investments in eFront,
Calypso, Kyriba and Fenergo).
Bridgepoint views Alpha FMC as a
leading independent specialist operating in the large and growing
financial services consulting market, importantly with a distinct
culture and a high calibre team of professionals. The sector is
expected to benefit from long-term growth drivers, including
digital transformation, increasing financial services regulation,
evolving product complexity, cost pressures and continued growth in
assets under management.
Bridgepoint believes that, with
additional investment and augmented talent and expertise, Alpha FMC
is well placed to succeed. In this context, Bridgepoint believes
Alpha FMC's potential can be unlocked through both continued
organic growth and further strategic M&A to add new
capabilities, scale in existing territories and to potentially add
new end markets and geographies to Alpha FMC's service
matrix.
Bridgepoint is supportive of Alpha
FMC's existing strategy and management team and will look to draw
on Bridgepoint's global platform as well as history of successful
collaborations to assist Alpha FMC accelerate growth vectors that
the management team have already identified.
Bridgepoint believes that as a
private company, Alpha FMC will be able to take a longer-term view
around investment and talent recruitment and retention, to better
fulfil its growth potential and ambitious strategy. With
Bridgepoint's attendant capital firepower, Alpha FMC will be able
to execute targeted M&A against a pipeline of
opportunities.
4.
Recommendation
The Alpha FMC Independent Directors, who have
been so advised by Investec Bank plc ("Investec") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") as to the financial terms
of the Acquisition, consider the terms of the Acquisition to be
fair and reasonable. In providing advice to the Alpha FMC
Independent Directors, Investec and Berenberg have taken into
account the commercial assessments of the Alpha FMC Independent
Directors. Investec is providing independent financial advice to
the Alpha FMC Independent Directors for the purposes of Rule 3 of
the Code.
Accordingly, the Alpha FMC Independent
Directors intend to recommend unanimously that Scheme Shareholders
vote in favour of the Scheme at the Court Meeting, Alpha FMC
Shareholders vote in favour of the Special Resolution at the
General Meeting and Alpha FMC Independent Shareholders vote in
favour of the Rule 16.2 Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of a Takeover
Offer, that Alpha FMC Shareholders accept or procure acceptance of
such Takeover Offer) as the Alpha FMC Independent Directors who
hold Alpha FMC Shares have irrevocably undertaken to do in respect
of their entire beneficial holdings of Alpha FMC Shares, amounting
in aggregate to 46,397 Alpha FMC Shares representing approximately
0.04 per cent. of the issued ordinary share capital of Alpha FMC as
at the Last Practicable Date.
Further details of these irrevocable
undertakings are set out at Appendix 3 to
this Announcement.
5. Background
to and reasons for the recommendation
Since its AIM admission in 2017, Alpha FMC has
successfully developed into a leading global consultancy to the
financial services industry combining highly specialist,
sector-focused management consulting and technology expertise to
support the client transformation lifecycle. The Alpha FMC Group
has delivered strong results with growth driven through deepening
client relationships, an increasing client base, geographic
expansion (particularly in North America), continued
broadening of the Alpha FMC Group's client offering including into
new sectors and expanding the Alpha FMC Group's services with
highly relevant technology and data solutions. This strategy has
been delivered by a combination of organic growth and selective
complementary acquisitions, such as Lionpoint Group and Shoreline,
which have enhanced the Alpha FMC Group's service offering, client
base and geographic coverage.
The Alpha FMC Group operates in a market with
long-term structural growth drivers which underpin client demand
for the Alpha FMC Group's consulting services. These drivers
include growth in assets under management and insurance policies,
regulatory demands, cost pressures, client and societal
expectations and technology breakthroughs. Many of Alpha FMC's
clients are also facing rapidly changing expectations from their
own underlying clients, driving them to focus on operational and
technological efficiency, prioritising the use of data in decision
making, and managing any change and transformation projects
seamlessly.
Key to the Alpha FMC Group's business model has
been its focused, specialist proposition for the asset and wealth
management, alternatives and insurance industries, which drives
deep consulting subject matter expertise. The Alpha FMC Group has
continued to enhance its proposition to anticipate client needs and
drive high quality service delivery, which has driven high levels
of repeat revenue and market share gains. The ability of Alpha FMC
to apply best practice, differentiating intellectual property and
data, technology solutions and knowledge developed over 20 years is
also one of the Alpha FMC Group's key strengths. Fundamental to
this strong client proposition is the Alpha FMC Group's ability to
attract, retain and develop high calibre consultants through a
competitive compensation framework, a strong corporate culture, the
opportunity to work on high profile projects in the industry, and
individual development and career progression.
In March
2023, the Alpha FMC Board announced the next
phase of the Alpha FMC Group's growth plan with an ambition to
double the size of the business again by 2028[1], through a combination of organic and acquisitive
growth.
During the year ended 31 March 2024,
the Alpha FMC Group experienced a more competitive environment as a
result of overcapacity in the global consulting market
and a longer sales cycle than typical, which
impacted the Alpha FMC Group's financial performance. The Alpha FMC
Group has maintained a strong new business opportunity pipeline
and, as the wider macroeconomic environment improves, the Alpha FMC
Board expects the supply and demand dynamics of the global
consulting market to continue to rebalance.
Factors considered by the
Alpha FMC Independent Directors
Over the last 18 months, a number of
parties have expressed their potential interest in the Alpha FMC
business and, in early 2024, Alpha FMC received an unsolicited
indicative offer proposal from one party which was rejected by the
Alpha FMC Board. In light of this longstanding interest in Alpha
FMC from various parties, the Alpha FMC Board decided to engage
with a small number of parties by providing them with certain
non-public information to explore whether they might be able to
deliver an attractive proposal for Alpha FMC Shareholders and
represent a suitable partner for Alpha FMC and its stakeholders. As
a result, the Alpha FMC Board received a number of expressions of
interest and proposals.
The Alpha FMC Independent Directors
have carefully considered the proposal from Bidco and, whilst the
Alpha FMC Independent Directors believe that Alpha FMC is
well-positioned to make continued progress as an independent
company, they have concluded that the terms of the Acquisition
recognise the value of Alpha FMC's business and provides Alpha FMC
Shareholders with an immediate cash realisation, compared with the
Alpha FMC Group continuing to pursue an independent
strategy.
In considering the terms of the
Acquisition, the Alpha FMC Independent Directors have taken into
account a number of factors, including:
·
the Acquisition provides an opportunity for
Alpha FMC Shareholders to crystallise, in cash, the value and
future prospects of their investment at a fair and reasonable
value;
·
the attractive premium of:
·
50.7 per cent. to the Closing Price of 335 pence per
Alpha FMC Share on 30 April 2024 (being the last Business Day
before the date of the commencement of the Offer Period);
and
·
47.4 per cent. to the volume-weighted average price of 343
pence per Alpha FMC Share for the three-month period ended 30 April
2024 (being the last Business Day before the date of the
commencement of the Offer Period);
·
the Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months
ended 31 March 2024 of £39.9 million, and a multiple of
approximately 14.5 times Alpha FMC's post-IFRS 16 adjusted EBITDA
for the twelve months ended 31 March 2024 of £42.2
million;
·
the global consulting market has seen a lengthening sales
cycle and increased competition as a result of overcapacity, and
there remains uncertainty as the supply and
demand dynamics continue to rebalance;
·
Alpha FMC's long-term trading performance and growth
prospects have not, in the view of the Alpha FMC Board, been
appropriately reflected in the recent price and valuation of Alpha
FMC Shares;
·
raising capital from the public markets at the current
valuation of Alpha FMC Shares to fund future acquisitions would
dilute the Alpha FMC Group's return on
investment;
·
the significant volatility in the Alpha FMC
Group's share price and the Alpha FMC Group's de-rating, together
with the significant constraints imposed by the public capital
markets on current and future employee incentivisation structures,
has reduced the value of Alpha FMC's equity incentivisation as a
means to attract, retain and incentivise
key employees;
·
the certainty of the Acquisition should be weighed
against the inherent uncertainty of the delivery of future value
that exists in the business; and
·
the Acquisition delivers more risk-adjusted
immediate cash value to Alpha FMC Shareholders than other options
considered by and currently available to Alpha
FMC.
In considering the Acquisition, the Alpha FMC
Independent Directors have also taken into account Bidco's stated
intentions for the business, management and employees and other
stakeholders of Alpha FMC. The Alpha FMC
Independent Directors believe that Bridgepoint is strongly
positioned to support Alpha FMC with the next phase of its growth,
providing both access to capital for further growth and continuity
for Alpha FMC's clients, employees and other stakeholders. In
addition, as a private company, Alpha FMC would be better able to
develop its business away from the public market's focus on short
term earnings.
Accordingly, having taken into
account all of the above factors, the Alpha FMC Independent
Directors intend to recommend unanimously the Acquisition to the
Alpha FMC Shareholders.
6.
Information on Bidco and Bridgepoint
Bidco is a private company limited by shares
registered in England and Wales and incorporated on 23 May 2024
with company number 15736419. Bidco is an indirect subsidiary of
the Bridgepoint Fund. Bidco was formed for purposes of the
Acquisition and has not traded since its date of incorporation, nor
has it entered into any obligations other than in connection with
the Acquisition.
The Bridgepoint Fund is managed by BAL, which
is a subsidiary of Bridgepoint Group plc ("Bridgepoint"). Bridgepoint is one of
the world's leading quoted private asset growth investors,
specialising in private equity, private credit and, following the
ECP transaction, infrastructure. With €61 billion of assets under
management (pro forma for the ECP transaction) and a strong local
presence in Europe, North America and Asia, Bridgepoint combines
global scale with local market insight and sector
expertise.
Bridgepoint has a wealth of experience and a
track record of investments in specialist consultants (such as HKA,
FCG, ERM and Analysys Mason), and in end markets that are relevant
to Alpha FMC including asset and wealth management (such as Quilter
Cheviot, Cyrus Conseil and Primonial), insurance (such as Kereis)
and services to alternatives (such as PEI). In addition,
Bridgepoint has significant domain expertise across relevant
financial services software platforms and technology ecosystems
(including eFront, Calypso, Kyriba and Fenergo).
7.
Information relating to the Alpha FMC Group
Headquartered in the UK and quoted
on AIM, Alpha FMC is a leading global consultancy to the financial
services industry.
Alpha FMC has the largest dedicated
team across that industry, with around 1,000 consultants globally,
operating from 17 client-facing offices spanning the UK, North
America, Europe and APAC. Alpha FMC supports the client
transformation lifecycle by providing management consulting and
complementary technology services that are highly focused on the
industries in which it operates. Alpha FMC brings together the
specialist industry knowledge and deep expertise to deliver
excellence with its global teams and help clients think smarter and
shape their businesses for the future.
Alpha FMC has worked with all of the
world's top 20 and 80% of the world's top 50 asset managers by
assets under management, along with a wide range of insurance and
other buy-side firms.
In the year ended 31 March 2024,
Alpha FMC reported revenue of £235.5 million (FY23: £228.7
million), post-IFRS 16 adjusted EBITDA of £42.2 million (FY 23:
£46.6 million) and adjusted earnings per share of 24.90 pence (FY
23: 29.27 pence).
8. Strategic
plans and intentions with regard to management, employees and
places of business
Strategic
plans for Alpha FMC
Based on due diligence completed prior to the
date of this Announcement, Bidco believes Alpha FMC's management,
competitive position and track record makes Alpha FMC well
positioned to capitalise on market opportunities. The ability of
Alpha FMC's existing management and wider leadership team to create
value, both organically and inorganically, has been particularly
impressive. Bidco looks forward to working with and supporting the
management team in pursuit of its ambition.
In an effort to facilitate Alpha FMC's
development and maximise value, Bidco intends to undertake a
business review, leveraging its expertise and the deep experience
of the Alpha FMC management team, in the six months after the
Effective Date. This would include:
·
review of competitive market standing and broader strategic
options;
·
identification of investment opportunities for driving
growth; and
·
review of functions or roles relating to Alpha FMC's status
as an AIM-quoted company which may no longer be required or reduced
in size to reflect Alpha FMC ceasing to be an AIM-quoted company,
resulting in limited headcount reductions.
Potential initiatives to accelerate the growth
story could include investing in existing colleagues and enhancing
retention, recruiting talent, scaling existing businesses and
investing in technology investments to improve productivity and
overall client experience. Bidco will also support Alpha FMC to
pursue meaningful acquisitions in core target markets.
Intentions
for employees and management
Bidco attaches great importance to the skills,
knowledge and expertise of Alpha FMC's management and employees,
and expects that the existing management and employees of Alpha FMC
will be key to the success of Alpha FMC going forward and will
continue to contribute to the long-term success of Alpha
FMC.
Bidco believes that it is well positioned to
accelerate Alpha FMC's growth and performance, which will in turn
create greater employment opportunities for existing and future
employees over the long term.
Following completion of the Acquisition and
once Alpha FMC ceases to be a quoted company, a limited number of
functions and roles may be reduced or refocused to reflect Alpha
FMC's new status as a private company. Bidco intends for any
individuals impacted to be treated in a manner consistent with
applicable law.
The results from the review of the business are
uncertain and no firm decisions have been made in relation to
specific actions which may or may not be taken. However, based on
its experience relating to previous transactions, Bidco does not
intend for the review to result in material headcount reductions
other than in relation to quoted company functions.
It is expected that the non-executive directors
of Alpha FMC will resign as directors of Alpha FMC with effect from
the Effective Date.
Existing
rights and pension schemes
Bidco confirms that, following the Effective
Date, the existing contractual and statutory employment rights,
including in relation to pensions, of all Alpha FMC employees will
be fully safeguarded in accordance with applicable law. Bidco does
not intend to make any material change to the conditions of
employment or to the balance of skills and functions of the
management and employees of Alpha FMC. Alpha FMC does not operate
or contribute to any defined benefit pension schemes.
Incentive
arrangements
Other than the Rollover Arrangements, Bidco has
not entered into, and has not discussed, any form of
incentivisation arrangements with the members of Alpha FMC's
management team or other employees.
Intentions
for headquarters, locations, fixed assets and research &
development
Bidco does not intend to make any changes to
Alpha FMC's fixed assets or asset base. Following completion of the
Acquisition, Bidco may identify business divisions within Alpha FMC
where investment can be increased, or which may be prioritised from
an investment and management perspective. However, based on
preliminary due diligence to date, Bidco does not expect any
material change to Alpha FMC's headquarters, headquarter functions
or places of business. Alpha FMC does not have a material research
and development function and accordingly Bidco has no plans in this
regard.
Trading
facilities
Alpha FMC Shares are currently admitted to
trading on AIM. It is intended that dealings in Alpha FMC Shares
will be suspended shortly before the Effective Date at a time to be
set out in the Scheme Document. It is further intended that
applications will be made to the London Stock Exchange to cancel
trading in Alpha FMC Shares on AIM with effect shortly following
the Effective Date.
None of the statements in this paragraph
8 is a "post-offer undertaking" for the purposes
of Rule 19.5 of the Code.
9.
Irrevocable undertakings
Bidco has received irrevocable undertakings to
vote in favour (or procure a vote in favour) of the Scheme at the
Court Meeting and the Resolutions (including the Rule 16.2
Resolution) at the General Meeting from those Alpha FMC Independent
Directors who hold Alpha FMC Shares in respect of their own
beneficial shareholdings, totalling 46,397 Alpha FMC Shares
representing approximately 0.04 per cent. of the issued ordinary
share capital of Alpha FMC as at the Last Practicable
Date.
Bidco has also received, pursuant to the
Rollover Arrangements, undertakings to vote in favour of the
Special Resolution at the General Meeting from the Rolling Managers
who hold, in aggregate, 3,471,927 Alpha FMC Shares representing
approximately 2.85 per cent. of the issued ordinary share capital
of Alpha FMC as at the Last Practicable Date.
Further details of these irrevocable
undertakings are set out in Appendix 3 to
this Announcement.
10.
Rollover Arrangements
The Rolling Managers comprise two discrete
groups, separated according to the amount to be rolled over or
reinvested by each of them (as applicable) pursuant to the Rollover
Arrangements as a percentage (the "Relevant Percentage") of the proceeds
that they would be entitled to receive in respect of their Alpha
FMC Shares and options in cash at the Final Offer Price, net of
estimated tax (with effective tax rates varying between 10 per
cent. and 70 per cent. depending on the nature of the instruments
held and the tax residency of the Rolling Manager) ("Net Proceeds"). These groups
are:
Group 1 - 50%
rollover ("Group 1"): Rolling Managers in Group 1 will
roll over or reinvest in Topco Management Securities an amount
equal to 50 per cent. of their respective Net Proceeds. There are
94 Group 1 Rolling Managers who currently hold in aggregate
1,562,000 Alpha FMC Shares and 6,030,173 options over Alpha FMC
Shares granted under the Alpha FMC Share Plans, which represent in
aggregate, 6.12 per cent. of the fully diluted share capital of
Alpha FMC.
Group 2 - 24%
to 40% rollover ("Group 2"): Rolling Managers in Group 2 will
roll over or reinvest in Topco Management Securities an amount
equal to between 24.1 per cent. and 40 per cent. of their
respective Net Proceeds. There are 4 Group 2 Rolling Managers, who
hold currently Alpha FMC Shares and options granted under the Alpha
FMC Share Plans as follows:
Rolling
Manager
|
Relevant Percentage
(%)
|
Number of Alpha FMC Shares
held
|
Number of options over Alpha
FMC Shares held
|
Percentage of Alpha FMC's
fully diluted share capital represented by Alpha FMC Shares and
options held (%)
|
Luc Baqué
|
40.0
|
1,223,114
|
638,673
|
1.50
|
John Paton
|
34.5
|
121,102
|
287,398
|
0.33
|
Group 2 Rolling Manager 3
|
24.1
|
308,563
|
202,552
|
0.41
|
Group 2 Rolling Manager 4
|
40.0
|
257,148
|
97,653
|
0.29
|
TOTAL
|
-
|
1,909,927
|
1,226,276
|
2.53
|
The Group 2 Rolling Managers are rolling over
or reinvesting a different percentage of their Alpha FMC Shares
compared to the Group 1 Rolling Managers for several reasons,
including (i) the total financial value of their rollover or
reinvestment compared to the Group 1 Rolling Managers (particularly
when considered as a multiple of salary), (ii) their mix of Alpha
FMC Shares being more weighted towards historic holdings of
ordinary equity versus more recent awards under the Alpha FMC Share
Plans, and taking into account shares disposed of since the time of
Alpha FMC's admission to AIM, and (iii) the respective stages of
their careers.
Rollover and
Reinvestment Deed
The Rolling Managers have entered into a
Rollover and Reinvestment Deed under which, among other things,
Bidco or Topco will acquire all of the Alpha FMC Shares held by the
relevant Rolling Managers in exchange for either cash, or a
combination of cash and Bidco Rollover Notes or Topco Management
Securities, as further described below. The Alpha FMC Shares which
are subject to the Rollover and Reinvestment Deed are excluded from
the Scheme, and the Rolling Managers who enter into the Rollover
and Reinvestment Deed will not be entitled to vote at the Court
Meeting.
Under the terms of the Rollover and
Reinvestment Deed, there are three classes of Rolling Managers,
each of whom has agreed to exchange or contribute (as applicable) a
portion of their Alpha FMC Shares or a portion of their proceeds
from the transfer of their Alpha FMC Shares pursuant to the
Rollover and Reinvestment Deed for, as applicable, Bidco Rollover
Notes or Topco Management Securities:
·
Rollup
Managers: Rolling Managers
who will exchange the Relevant Percentage of their Alpha FMC Shares
for Bidco Rollover Notes, with the proceeds for their remaining
Alpha FMC Shares to be paid in cash at the Final Offer
Price.
·
Reinvesting
Managers: Rolling Managers
who will sell their Alpha FMC Shares for cash at the Final Offer
Price and who have agreed to reinvest the Relevant Percentage of
such proceeds for Topco Management Securities.
·
Rolldown
Managers: Rolling Managers
who will contribute the Relevant Percentage of their Alpha FMC
Shares for Topco Management Securities, with the proceeds for their
remaining Alpha FMC Shares to be paid in cash at the Final Offer
Price.
In respect of the Rollup Managers, the Rollover
and Reinvestment Deed will provide for the exchange of their Bidco
Rollover Notes for Midco 3 Rollover Notes, followed by the exchange
of their Midco 3 Rollover Notes for Midco 2 Rollover Notes,
followed by the exchange of their Midco 2 Rollover Notes for Midco
1 Rollover Notes, followed by the exchange of their Midco 1
Rollover Notes for Topco Management Securities, in each case, by
operation of mutual put and/or call options.
In respect of the Reinvesting Managers, the
Rollover and Reinvestment Deed will provide for the Reinvesting
Managers to reinvest a portion of the cash proceeds received by
them for the transfer of their Alpha FMC Shares to Bidco in
exchange for Topco Management Securities.
The Rolling Managers, Topco and Bidco have
agreed the principal terms on which the Rolling Managers will hold
securities in Topco, and these terms are set out in the Rollover
and Reinvestment Deed (the key terms of which are summarised in
Appendix 4 to this Announcement).
The Rollover and Reinvestment Deed includes
undertakings to, among other things: (i) vote in favour of the
Special Resolution at the General Meeting; (ii) not sell, transfer,
charge, encumber, pledge or grant any option over or otherwise
dispose of the Rolling Managers' respective Alpha FMC Shares other
than pursuant to the Rollover and Reinvestment Deed; (iii) not
accept and/or not vote in favour of any competing scheme of
arrangement or any other offer or similar transaction in respect of
any of their Alpha FMC Shares which might frustrate the Acquisition
or any part of it; and (iv) not to enter into any agreement or
arrangement to participate in the capital of any person in
connection with or following any transaction relating to Alpha FMC
or its assets or any arrangement which would fall under Rule
16.2(c) of the Code (subject to certain exceptions). Further
details of these undertakings are set out in Appendix
3 to this Announcement.
Rule 16.2
Resolution
Other than the Rollover Arrangements and the
irrevocable undertakings referred to in paragraph
9 above, currently there are no arrangements or
understandings between Bidco and/or any person acting in concert
with Bidco and the management or directors of Alpha FMC having any
connection with or dependence upon the Acquisition.
The Alpha FMC Independent Shareholders will be
asked at the General Meeting to approve the Rollover Arrangements
by voting in favour of the Rule 16.2 Resolution. Pursuant to Rule
16.2 of the Code, neither the Rolling Managers nor their connected
persons nor any person holding Alpha FMC Shares on behalf of
Rolling Managers and/or any of their connected persons will be
entitled to vote on the Rule 16.2 Resolution, and voting on the
Rule 16.2 Resolution will be by way of a poll.
The passing of the Rule 16.2 Resolution is a
condition to the Acquisition becoming Effective.
The Alpha FMC Independent Directors intend to
recommend unanimously that the Alpha FMC Independent Shareholders
vote in favour of the Rule 16.2 Resolution at the General Meeting.
As required by, and solely for the purposes of, Rule 16.2 of the
Code, Investec (as defined below) (in its capacity as independent
adviser to Alpha FMC for the purposes of Rule 3 of the Code) has
reviewed the terms of the Rollover Arrangements and considers that
the terms of the Rollover Arrangements are fair and reasonable, so
far as the Alpha FMC Independent Shareholders are concerned. In
forming this view, Investec has taken into account the commercial
assessments of the Alpha FMC Independent Directors.
As part of the Rollover Arrangements, subject
to receipt of invoices, Bidco will pay for the Rolling Managers'
reasonable third party fees incurred in relation to the Rollover
Arrangements, up to a maximum aggregate amount of £700,000 plus
value-added tax (but inclusive of any other relevant taxes) and
disbursements.
Further details of the terms of the Rollover
Arrangements will be set out in the Scheme Document.
11.
Financing of the Acquisition
The Bridgepoint Fund has committed, on certain
funds terms, to make indirect capital contributions to Bidco to
finance the entire cash consideration payable to Scheme
Shareholders under the terms of the Acquisition. Jefferies, as
financial adviser to Bidco, is satisfied that sufficient resources
are available to Bidco to satisfy in full the cash consideration
payable to Scheme Shareholders pursuant to the terms of the
Acquisition.
Bidco has also obtained a signed commitment
letter from certain lenders in respect of debt financing which may
be used towards, inter alia: (i) financing part of the
consideration paid or payable under the terms of the Acquisition;
(ii) refinancing any existing indebtedness of Alpha FMC and certain
members of the Alpha FMC Group; and (iii) financing or refinancing
any fees, costs and expenses related to or incurred or charged in
connection with the Acquisition and/or its financing.
12.
Offer‑related arrangements
Confidentiality
Agreement
BAL, acting as manager for and on behalf of the
Bridgepoint Fund, and Alpha FMC entered into a confidentiality
agreement dated 20 March 2024 (the "Confidentiality Agreement") pursuant to
which BAL has undertaken to keep certain information relating to
the Acquisition and to Alpha FMC confidential and not to disclose
such information to third parties except to certain permitted
disclosees for the purposes of evaluating the Acquisition or as
permitted in writing by Alpha FMC unless or if required by
applicable laws or regulations. The confidentiality obligations of
BAL under the Confidentiality Agreement shall terminate on the date
falling 18 months after the date of the Confidentiality
Agreement.
Co-operation
Agreement
Bidco and Alpha FMC entered into a co-operation
agreement dated 20 June 2024 (the "Co-operation Agreement") pursuant to
which, amongst other things: (i) Bidco has agreed to provide Alpha
FMC with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme
Document; (ii) Bidco has agreed to certain provisions if the Scheme
should switch to a Takeover Offer; and (iii) each of Bidco and
Alpha FMC has agreed to take certain actions to implement certain
proposals in relation to the Alpha FMC Share Plans.
The Co-operation Agreement will terminate,
inter alia: (a) if agreed in writing between Bidco and Alpha FMC;
(b) if prior to the Long Stop Date any Condition becomes incapable
of satisfaction; (c) if the Alpha FMC Independent Directors
withdraw their recommendation of the Acquisition or if the Alpha
FMC Independent Directors recommend a competing proposal; (d) if
the Acquisition is withdrawn or lapses; or (e) if the Scheme does
not become Effective in accordance with its terms by the Long Stop
Date.
13. Alpha
FMC Share Plans
Participants in the Alpha FMC Share Plans shall
be contacted regarding the effect of the Acquisition on their
rights under the Alpha FMC Share Plans and appropriate proposals
will be made to such participants in due course. Details of these
proposals will be set out in the Scheme Document and separate Rule
15 proposal documents.
14.
Structure of and conditions to the Acquisition
It is intended that the Acquisition will be
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act, although Bidco reserves the
right to implement the Acquisition by means of a Takeover Offer.
The purpose of the Scheme is (taken together with the Rollover
Arrangements) to provide for Bidco to
become the owner of the entire issued and to be issued ordinary
share capital of Alpha FMC. The Scheme is an arrangement between
Alpha FMC and the Scheme Shareholders and is subject to the
approval of the Court. The procedure involves, among other things,
an application by Alpha FMC to the Court to sanction the Scheme, in
consideration for which Scheme Shareholders will receive cash on
the basis described in paragraph 2 of
this Announcement.
On the Scheme becoming Effective: (i) it will
be binding on all Scheme Shareholders, irrespective of whether or
not they attended or voted at the Court Meeting and the General
Meeting (and if they attended and voted, whether or not they voted
in favour); and (ii) share certificates in respect of Scheme Shares
will cease to be valid and should be destroyed and
entitlements to Scheme Shares held within the
CREST system will be cancelled. The consideration payable under the
Scheme will be dispatched to Scheme Shareholders by Bidco no later
than 14 days after the Effective Date.
Any Alpha FMC Shares held by Scheme
Shareholders issued before the Scheme Record Time will be subject
to the terms of the Scheme. The Special Resolution to be proposed
at the General Meeting will, among other matters, provide that the
articles of association of Alpha FMC (the "Alpha FMC Articles") be amended to
incorporate provisions requiring any Alpha FMC Shares issued after
the Scheme Record Time (other than to Rolling Managers, Bidco
and/or its nominee(s)) to be automatically transferred to Bidco on
the same terms as the Acquisition (other than terms as to timings
and formalities). The provisions of the Alpha FMC Articles (as
amended) will avoid any person (other than Rolling Managers, Bidco
and/or its nominee(s)) holding ordinary shares in the capital of
Alpha FMC after the Effective Date.
The Acquisition is subject to a number of
Conditions and certain further terms set out in
Appendix 1 to this Announcement and to the full
terms and conditions to be set out in the Scheme Document,
including, among other things:
·
the approval of the Scheme by a majority in number of the
Scheme Shareholders, representing not less than 75 per cent. in
value of the Scheme Shares held by those Scheme Shareholders, in
each case, present and voting, either in person or by proxy, at the
Court Meeting;
·
the passing of the Rule 16.2 Resolution by the Alpha FMC
Independent Shareholders representing a simple majority of the
votes cast on that resolution at the General Meeting;
·
the passing of the Special Resolution by no less than the
requisite 75 per cent. majority at the General Meeting;
and
·
the Scheme being sanctioned by the Court (without
modification, or with modification on terms agreed by Bidco and
Alpha FMC) and an office copy of the Court Order being delivered to
the Registrar of Companies.
Alpha FMC Shares held by Rolling Managers are
not subject to the Scheme. The Rolling Managers are not eligible to
vote at the Court Meeting or to vote on the Rule 16.2 Resolution at
the General Meeting.
It is expected that the Scheme Document,
containing further information about the Acquisition and notices of
the Court Meeting and General Meeting, together with Forms of
Proxy, will be posted to Alpha FMC Shareholders within 28 days of
the date of this Announcement (unless a later date is agreed
between Bidco, Alpha FMC and the Panel). Subject to the
satisfaction or waiver of all relevant conditions, including the
Conditions, and certain further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme
Document, and subject to the approval and availability of the
Court, it is expected that the Scheme will become Effective in Q3
2024.
The Scheme will be governed by
English law and will be subject to the jurisdiction of the Court.
The Scheme will be subject to the applicable requirements of the
Code, the Panel, the AIM Rules, the London Stock Exchange, the
Court and the FCA.
15.
Cancellation of admission to listing and re-registration as a
private company
It is intended that dealings in,
and registration of transfers of, Alpha FMC
Shares on AIM will be suspended shortly before the Effective Date
at a time to be set out in the Scheme Document. It is further
intended that applications will be made to
the London Stock Exchange to cancel trading in Alpha FMC
Shares on AIM with effect shortly following the Effective
Date.
On the Effective Date,
entitlements to Alpha FMC Shares held within the CREST system will
be cancelled, and share certificates in respect of Alpha FMC Shares
will cease to be valid.
On the Effective Date, Alpha FMC will become a
subsidiary of Bidco, and an intermediate holding company in the
Wider Bidco Group. It is intended that, following the Effective
Date, Alpha FMC will be re-registered as a private limited
company.
16.
Interests in Alpha FMC Shares
As at the close of business on the Last
Practicable Date, Euan Fraser, who is a senior commercial adviser
to Bidco and is presumed to be acting in concert with Bidco under
the Code, was:
(a)
the registered holder of 615,637 Alpha FMC Shares,
representing approximately 0.50 per cent. of Alpha FMC's issued
ordinary share capital;
(b)
the holder of unvested options (vesting in July 2024) to subscribe
for 239,735 Alpha FMC Shares; and
(c)
the holder of unvested options (vesting in July 2025) to subscribe
for 209,000 Alpha FMC Shares.
As at close of business on the Last Practicable
Date, save for: (i) the disclosures in this paragraph 16; (ii) the
irrevocable undertakings referred to in paragraph
9 above; and (iii) the Rollover Arrangements,
neither Bidco, nor any of the Bidco Directors, nor any member of
the Bidco Group, nor, so far as the Bidco Directors are aware, any
person acting in concert with Bidco for the purposes of the
Acquisition, had:
(A) any
interest in, or right to subscribe for, any relevant securities of
Alpha FMC;
(B) any
short position in (whether conditional or absolute and whether in
the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant securities of Alpha FMC;
(C)
procured an irrevocable commitment or letter of intent to accept
the terms of the Acquisition in respect of relevant securities of
Alpha FMC;
(D)
borrowed or lent, or entered into any financial collateral
arrangements in respect of, any relevant securities of Alpha FMC;
or
(E) entered
into any Dealing Arrangement in respect of any relevant securities
of Alpha FMC.
17.
Overseas Shareholders
The availability of the Acquisition and the
distribution of this Announcement to Alpha FMC Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located. Such persons
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Alpha FMC
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement does not constitute an offer
for sale of any securities or an offer or an invitation to purchase
any securities. Alpha FMC Shareholders are advised to read
carefully the Scheme Document and related Forms of Proxy once these
have been dispatched.
18.
Documents available on website
Copies of the following documents will be
available on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc and on Alpha
FMC's website at www.alphafmc.com, respectively,
subject to certain restrictions relating to
persons residing in Restricted
Jurisdictions from no later than 12 noon on the Business Day
following the date of this Announcement until the end of the Offer Period:
(a)
this Announcement;
(b)
the irrevocable undertakings described in Appendix
3 to this Announcement;
(c)
the Confidentiality Agreement;
(d)
the Co-operation Agreement;
(e)
the documents relating to the Rollover Arrangements;
(f)
the documents relating to the financing of the Acquisition;
and
(g)
the consent letters from Alpha FMC's and Bidco's financial advisers
to being named in this Announcement.
Neither the content of the websites referred to
in this Announcement nor the content of any website
accessible from hyperlinks is incorporated into,
or forms part of, this Announcement.
19.
Reserving the right to proceed by way of a Takeover
Offer
Subject to the terms of the Co-operation
Agreement, and obtaining the consent of the Panel, Bidco reserves
the right to elect to implement the Acquisition by way of a
Takeover Offer as an alternative to the
Scheme.
In such event, such Takeover Offer will be
implemented on the same terms and conditions, so far as
applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in
method of effecting the Takeover Offer, including (without
limitation) the inclusion of an acceptance condition set at 90 per
cent. of Alpha FMC Shares to which the Takeover Offer relates, (or
such lesser percentage as may be agreed after consultation with the
Panel (if necessary), being in any case more than 50 per cent. of
the voting rights normally exercisable at a general meeting of
Alpha FMC, including, for this purpose, any such voting rights
attaching to Alpha FMC Shares that are issued before the Takeover
Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise).
20.
General
The Acquisition will be subject to the
Conditions and other terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document. The Scheme Document will be dispatched
to Alpha FMC Shareholders within 28 days of the date of this
Announcement (unless a later date is agreed between Bidco, Alpha
FMC and the Panel).
In deciding whether or not to vote or procure
votes in favour of the Scheme at the Court Meeting or to vote or
procure votes in favour of the Resolutions at the General Meeting,
Alpha FMC Shareholders should rely on the information contained,
and follow the procedures described, in the Scheme
Document.
Investec, Berenberg, Jefferies and Peel Hunt
have each given and not withdrawn their consent to the publication
of this Announcement with the inclusion in this Announcement of the
references to their names in the form and context in which they
appear.
The bases and sources for certain financial
information contained in this Announcement are set out in Appendix
2 to this Announcement. Details of irrevocable undertakings
received by Bidco are set out in Appendix
3. A summary of the key terms of certain securities in
Topco is set out in Appendix 4. The defined terms used in this
Announcement are set out in Appendix 5.
Enquiries:
Bridgepoint
and Bidco
Christian Jones
James Murray
|
Tel: +44 (0) 20 7034
3500
|
Jefferies
(Lead Financial Adviser to Bridgepoint and Bidco)
Philip Noblet
James Umbers
Daniel Frommelt
Harry Bourne
|
Tel: +44 (0) 20 7029
8000
|
Peel Hunt
(Financial Adviser to Bridgepoint and Bidco)
Mark Barrow
Andrew Buchanan
Michael Nicholson
Marc Jones
|
Tel: +44 (0)20 7418
8900
|
FGS Global (PR
Adviser to Bridgepoint and Bidco)
James Murgatroyd
Anjali Unnikrishnan
Anna Tabor
|
Tel: +44 (0) 20 7073
6324
|
Alpha
FMC
Luc Baqué (Chief Executive Officer)
John Paton (Chief Financial Officer)
Georgina Sharley (Group Company
Secretary)
|
Tel: +44 (0)20 7796
9300
|
Investec Bank
plc (Lead Financial Adviser, NOMAD and Joint Corporate Broker to
Alpha FMC)
James Rudd, Patrick Robb (Corporate Broking and
PLC Advisory)
Jonathan Arrowsmith, Edward Thomas (M&A
Advisory)
|
Tel: +44 (0)20 7597
4000
|
Berenberg
(Joint Financial Adviser and Joint Corporate Broker to Alpha
FMC)
Toby Flaux
Miles Cox
James Thompson
Alix Mecklenburg-Solodkoff
|
Tel: +44 (0)20 3207
7800
|
Camarco -
Financial PR
Ed Gascoigne-Pees
Phoebe Pugh
|
Tel: +44 (0)20 3757
4980
|
Allen Overy Shearman Sterling LLP is acting as
legal adviser to Bridgepoint and Bidco. Addleshaw Goddard LLP is
acting as legal adviser to Alpha FMC.
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.
Investec Bank
plc ("Investec"), which is
authorised by the Prudential Regulation Authority (the
"PRA") and regulated
by the Financial Conduct Authority and PRA in the United Kingdom,
is acting exclusively as lead financial adviser to Alpha FMC and
for no one else in connection with the Acquisition and will not be
responsible to any person other than Alpha FMC for providing the
protections afforded to clients of Investec, nor for providing
advice in relation to the Acquisition, the content of this
Announcement or any matter referred to in this Announcement.
Neither Investec nor any of its subsidiaries, branches or
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 Investec in connection with this Announcement, any statement
contained herein or otherwise.
Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority and
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Alpha FMC and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Alpha FMC for
providing the protections afforded to clients of Berenberg, or for
providing advice in connection with the Acquisition or any matter
referred to herein. Neither Berenberg 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 Berenberg 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 any offer or
invitation 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. The Acquisition will be made solely through the Scheme
Document (and the accompanying Forms of Proxy) or, in the event
that the Acquisition is to be implemented by means of a Takeover
Offer, the Takeover Offer document, which will contain the full
terms and conditions of the Acquisition, including, if applicable
details of how to vote in respect of the Scheme. Any decision in
respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer
document).
This
Announcement does not constitute a prospectus or
a prospectus
exempted document.
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
jurisdictions outside England.
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 FSMA 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 jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition or to vote their
Alpha FMC Shares in respect of the Scheme at the Court Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which
they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall 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 in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The Acquisition will be subject to the applicable requirements
of English law, the Code, the Panel, the Court, the London Stock
Exchange and the FCA.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the
Acquisition.
Further details in relation to Alpha FMC Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Additional
information for U.S. investors
The Acquisition relates to an offer for the shares of a
company incorporated in England & Wales and is being made by
means of a scheme of arrangement provided for under English company
law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in the UK listed on the London Stock
Exchange, which differ from the disclosure requirements of the U.S.
tender offer and proxy solicitation rules. The financial
information with respect to Bidco included in this Announcement and
the Scheme Document has been or will have been prepared in
accordance with IFRS and thus may not be comparable to the
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the U.S. If, in the future, Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable
U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
Some or all of Alpha FMC's officers and directors reside
outside the U.S., and some or all of its assets are or may be
located in jurisdictions outside the U.S. Therefore, investors may
have difficulty effecting service of process within the U.S. upon
those persons or recovering against Alpha FMC or its officers or
directors on judgments of U.S. courts, including judgments based
upon the civil liability provisions of the U.S. federal securities
laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgment. It
may not be possible to sue Alpha FMC or its officers or directors
in a non-U.S. court for violations of the U.S. securities
laws.
In
accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Alpha FMC outside of the U.S., other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The receipt of cash pursuant to the Scheme by U.S. Alpha FMC
Shareholders as consideration for the transfer of Alpha FMC Shares
pursuant to the Scheme may be a taxable transaction for U.S.
federal income tax purposes and under applicable U.S. state and
local, as well as foreign and other, tax laws. Each Alpha FMC
Shareholder (including U.S. Alpha FMC Shareholders) is urged to
consult their independent professional adviser immediately
regarding the tax consequences of the transaction applicable to
them.
Forward-looking
statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Acquisition,
and other information published by Bridgepoint, Bidco and/or Alpha
FMC contain statements which are, or may be deemed to be,
"forward-looking statements". All statements, other than statements
of historical fact 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 assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of Bridgepoint, Bidco and/or Alpha FMC about future
events, and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ
materially from those 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 Bridgepoint, the Wider Bidco Group, the Wider
Alpha FMC Group and the Enlarged Group, 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 "plans",
"expects", "budget", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" 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. Neither Bridgepoint, Bidco nor Alpha
FMC give any assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risks
(known and unknown) and uncertainties (and other factors that are
in many cases beyond the control of Bridgepoint, Bidco and/or Alpha
FMC) because they relate to events and depend on circumstances that
may or may not occur in the future.
There are a
number of factors that could affect the future operations of
Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group
and/or the Enlarged Group and that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as
well as additional factors, such as: domestic and global business
and economic conditions; the impact of pandemics, asset prices;
market‑related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government
and regulation, changes in the policies and actions of governments
and/or regulatory authorities (including changes related to capital
and tax), changes in political and economic stability (including
exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, disruption in business operations due
to reorganisation activities, interest rate, inflation, deflation
and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or
offers, the inability of the Enlarged Group to realise successfully
any anticipated synergy benefits when the Acquisition is
implemented (including changes to the board and/or employee
composition of the Enlarged Group), the inability of the Bidco
Group to integrate successfully the Alpha FMC Group's operations
and programmes when the Acquisition is implemented, the Enlarged
Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities), or difficulties relating to the
Acquisition when the Acquisition is implemented. Other unknown or
unpredictable factors could affect future operations and/or cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such
factors.
Each
forward-looking statement speaks only as of the date of this
Announcement. Neither Bridgepoint, the Bidco Group nor the Alpha
FMC Group, nor any of their respective members, partners,
associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation, the AIM Rules and the DTRs), neither
Bridgepoint, the Wider Bidco Group nor the Wider Alpha FMC Group is
under or undertakes any obligation, and each of the foregoing
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit
forecasts or estimates
Nothing in
this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per
share for Bidco or Alpha FMC for the current or future financial
years, will necessarily match or exceed the historical published
earnings or earnings per share for Bidco or Alpha FMC, as
appropriate.
Disclosure
requirements of the Code
Under
Rule 8.3(a) of the Code, any person who is interested in 1 per
cent. 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) applies must be made by no later
than 3.30 p.m. on the tenth business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. on the tenth 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 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 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 p.m. 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.
Electronic
Communications
Please be
aware that addresses, electronic addresses and certain information
provided by Alpha FMC Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Alpha FMC may be provided to Bidco during the Offer Period as
required under section 4 of Appendix 4 to the Code to comply with
Rule 2.11(c) of the Code.
Publication on
a website and availability of hard copies
This
Announcement and the documents required to be published pursuant to
Rule 26 of the Code 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
and on Alpha FMC's website at www.alphafmc.com promptly and in any
event by no later than 12 noon on the Business Day following
the date of this Announcement.
Neither the content of the
websites referred to in this Announcement nor the content of any
website accessible from hyperlinks in this Announcement is
incorporated into, or forms part of, this
Announcement.
Alpha FMC Shareholders may, subject to applicable
securities laws, request a hard copy of this Announcement (and any
information incorporated into it by reference to another source) by
contacting Alpha FMC's registrars, Computershare
Investor Services PLC, during business hours
on 03707 020 003 within the United Kingdom or
on +44 (0) 370 702 0003 from overseas or by
submitting a request in writing to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13
8AE, United Kingdom, with an address to which the hard copy may be
sent. Alpha FMC Shareholders may, subject to applicable
securities laws, also request that all future documents,
announcements and information to be sent in relation to the
Acquisition should be in hard copy form.
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.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE
ACQUISITION
The Acquisition will be subject to the terms
and conditions set out in this Appendix 1 and in the Scheme
Document.
Part 1
CONDITIONS TO THE ACQUISITION
1.
The Acquisition will be conditional on the Scheme
becoming unconditional and becoming Effective, subject to the Code,
by no later than 11.59 p.m. (London time) on the Long Stop
Date.
2. Scheme
approval
The Scheme will be subject to the following
conditions:
(a)
(i) its approval by
a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders, in each case present, entitled to
vote and voting, either in person or by proxy, at the Court Meeting
or at any separate class meeting which may be required by the Court
(as applicable) or at any adjournment of any such meeting;
and
(ii)
the Court Meeting and any separate class meeting which may be
required by the Court (or any adjournment of any such meeting)
being held on or before the 22nd day after the expected date of the
Court Meeting to be set out in the Scheme Document in due course
(or such later date (A) as Bidco and Alpha FMC may agree or (B) (in
a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case, if so required, the Court
may allow);
(b)
(i) the Special
Resolution being duly passed by the requisite majority or
majorities at the General Meeting; and
(ii)
the General Meeting being held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date (A) as Bidco and Alpha
FMC may agree or (B) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case,
if so required, the Court may allow); and
(c)
(i) the sanction of
the Scheme by the Court with or without modification (but subject
to any such modification being acceptable to Bidco and Alpha FMC);
and
(ii)
the Sanction Hearing being held on or before the 22nd day after the
expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date (A) as Bidco and Alpha
FMC may agree or (B) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case,
if so required, the Court may allow).
In addition, Bidco and Alpha FMC have agreed
that, subject as stated in Part 2 below and to the requirements of
the Panel the Acquisition will be conditional on the following
Conditions and, accordingly, the necessary actions to make the
Scheme Effective will not be taken unless the following Conditions
(as amended if appropriate) have been satisfied or, where relevant,
waived:
3. Rule 16.2
Resolution
the Rule 16.2 Resolution being duly passed by
the requisite majority of Alpha FMC Independent Shareholders at the
General Meeting;
4. Antitrust
and/or regulatory clearances and Third Party approvals
(a)
the waiver (or non-exercise within any applicable time limits) by
any Relevant Authority or any other body or person whatsoever in
any jurisdiction (each a "Third
Party") of any termination right, right of pre-emption,
first refusal or similar right (which is material in the context of
the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the
Acquisition including, without limitation, its implementation and
financing or the proposed direct or indirect acquisition of any
shares or other securities in, or control or management of, Alpha
FMC by Bidco or any member of the Wider Bidco Group;
(b)
all necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of
the Wider Bidco Group of any shares or other securities in, or
control of, Alpha FMC and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals deemed necessary
or appropriate by Bidco or any member of the Wider Bidco Group for
or in respect of the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control of,
Alpha FMC or any member of the Wider Alpha FMC Group by any member
of the Wider Bidco Group having been obtained in terms and in a
form satisfactory to Bidco from all appropriate Third Parties or
persons with whom any member of the Wider Alpha FMC Group has
entered into contractual arrangements and all such authorisations,
orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate to carry on the business
of any member of the Wider Alpha FMC Group which are material in
the context of the Bidco Group or the Alpha FMC Group as a whole or
for or in respect of the Acquisition, including (without
limitation) its implementation or financing remaining in full force
and effect and all filings necessary for such purpose having been
made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
(c)
no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having enacted, made or proposed any
statute, regulation, decision or order, or change to published
practice or having taken any other steps, and there not continuing
to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(i) require,
prevent or delay the divestiture, or materially alter the terms
envisaged for any proposed divestiture by any member of the Wider
Bidco Group or any member of the Wider Alpha FMC Group of all or
any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own, control or
manage any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the
Wider Bidco Group or the Wider Alpha FMC Group in either case taken
as a whole;
(ii)
require, prevent or delay, or alter the terms envisaged for, any
proposed divestiture by any member of the Wider Bidco Group of any
shares or other securities in Alpha FMC;
(iii)
impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Bidco Group directly or
indirectly to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect
of shares or loans or securities convertible into shares or any
other securities (or the equivalent) in any member of the Wider
Alpha FMC Group or the Wider Bidco Group or to exercise voting or
management control over any such member;
(iv)
materially adversely limit the ability of any member of the Wider
Bidco Group or of the Wider Alpha FMC Group to conduct, integrate
or co-ordinate its business, or any part of it, with the businesses
or any part of the businesses of any member of the Wider Bidco
Group or of the Wider Alpha FMC Group;
(v)
otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Bidco Group or of any member
of the Wider Alpha FMC Group to an extent which is material in the
context of the Wider Bidco Group or the Wider Alpha FMC Group in
either case taken as a whole or in the context of the
Acquisition;
(vi) make
the Acquisition or its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Bidco
Group of any shares or other securities in, or control of, Alpha
FMC void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose additional conditions or obligations with respect
thereto;
(vii) require
(save as envisaged in respect of the Acquisition or sections 974 to
991 (inclusive) of the Companies Act) any member of the Wider Bidco
Group or the Wider Alpha FMC Group to offer to acquire any shares
or other securities (or the equivalent) or interest in any member
of the Wider Alpha FMC Group or the Wider Bidco Group owned by any
Third Party;
(viii) impose any
limitation on the ability of any member of the Wider Bidco Group to
integrate or co-ordinate its business, or any part of it, with the
businesses or any part of the businesses of any member of the Wider
Alpha FMC Group which is adverse to and material in the context of
the Wider Alpha FMC Group or the Wider Bidco Group, each taken as a
whole, or in the context of the Acquisition; or
(ix) result
in any member of the Wider Alpha FMC Group ceasing to be able to
carry on business under any name under which it presently does
so,
and all applicable waiting and other time
periods (including any extensions thereof) during which any such
Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Alpha
FMC Shares having expired, lapsed or been terminated;
5. Certain
matters arising as a result of any arrangement, agreement
etc.
save as Disclosed, there being no provision of
any agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Alpha FMC Group is a party or by or
to which any such member or any of its assets are or may be bound,
entitled or subject, or any circumstance which, in each case as a
consequence of the Acquisition or the proposed acquisition of any
shares or other securities (or equivalent) in Alpha FMC or because
of a change in the control or management of Alpha FMC or otherwise,
could or might reasonably be expected to result in any of the
following (in each case, to an extent which is or would be material
and adverse in the context of the Wider Alpha FMC Group taken as a
whole or in the context of the Acquisition):
(a)
any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(b)
any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or
affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(c)
any assets or interests of any such member being or failing to be
disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be
available to any such member otherwise than in the ordinary course
of business;
(d)
the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interest of any such member or any such
mortgage, charge or other security interest (whenever arising or
having arisen) becoming enforceable;
(e)
the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person,
firm, company or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(f)
the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected;
(g)
any such member ceasing to be able to carry on business under any
name under which it presently does so;
(h)
the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax
liability or any obligation to obtain or acquire any material
authorisation, order, grant, recognition, determination,
confirmation, consent, licence, clearance, permission, exemption,
approval, notice, waiver, concession, agreement or exemption from
any Third Party or any person) other than trade creditors or other
liabilities incurred in the ordinary course of business or in
connection with the Acquisition; or
(i) any
requirement on any such member to acquire, subscribe, pay up or
repay any shares or other securities (or the
equivalent),
and no event having occurred which, under any
provision of any agreement, arrangement, licence, permit or other
instrument to which any member of the Wider Alpha FMC Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to
in paragraphs (a) to
(i) of this Condition
5;
6. Certain
events occurring since Last Accounts Date
save as Disclosed, no member of the Wider Alpha
FMC Group having, since the Last Accounts Date:
(a)
save as between Alpha FMC and wholly owned subsidiaries of Alpha
FMC or for Alpha FMC Shares issued under or pursuant to the
exercise of options and vesting of awards granted under the Alpha
FMC Share Plans in the ordinary course, issued or agreed to issue,
authorised or proposed the issue of additional shares of any
class;
(b)
save as between Alpha FMC and wholly owned subsidiaries of Alpha
FMC for the grant of options and awards and other rights under the
Scheme Shares in the ordinary course, issued, or agreed to issue,
authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible
securities;
(c)
other than to another member of the Wider Alpha FMC Group, sold (or
agreed to transfer or sell) any shares held in treasury;
(d)
other than to another member of the Alpha FMC Group, before
completion of the Acquisition, recommended, declared, paid or made
or proposed to recommend, declare, pay or make any bonus issue,
dividend or other distribution whether payable in cash or otherwise
or made any bonus issue;
(e)
save for intra-Alpha FMC Group transactions, authorised,
implemented or announced any merger or demerger with any body
corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention
to propose any merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interest, in each case, other than in
the ordinary course of business and, in each case, to the extent
which is material in the context of the Wider Alpha FMC Group taken
as a whole or in the context of the Acquisition;
(f)
save for intra-Alpha FMC Group transactions, made or authorised or
proposed or announced an intention to propose any material change
in its loan capital in each case, to the extent material in the
context of the Wider Alpha FMC Group taken as a whole;
(g)
issued, authorised or proposed the issue of, or made any change in
or to, any debentures or (save for intra-Alpha FMC Group
transactions or save in the ordinary course of business), incurred
or increased any indebtedness or become subject to any liability
(actual or contingent);
(h)
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
paragraph (a) or (b)
of this Condition 6 above, made any other change to any part
of its share capital, in each case, to the extent which is material
in the context of the Wider Alpha FMC Group taken as a whole or in
the context of the Acquisition;
(i) except
for intra-Alpha FMC Group transactions, implemented, or authorised,
proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment
or other transaction or arrangement otherwise than in the ordinary
course of business;
(j) been
unable or deemed unable, or admitted in writing that it is unable,
to pay its debts as they fall due or having stopped or suspended
(or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial
part of its business;
(k)
(other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or steps or had
any legal proceedings started or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative
receiver, administrator, manager, trustee or similar officer of all
or any of its assets or revenues or any analogous proceedings in
any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(l) commenced
negotiations with any of its creditors or taken any step with a
view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement
with any of its creditors whether by way of a voluntary
arrangement, scheme of arrangement, deed of compromise or
otherwise;
(m) waived,
settled or compromised any claim (otherwise than in the ordinary
course of business), which is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the
Acquisition;
(n)
entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(i) is of a
long-term, onerous or unusual nature or magnitude or which is
reasonably likely to involve an obligation of such nature or
magnitude (save in the ordinary course of business); or
(ii)
is likely to restrict the business of any member of the Wider Alpha
FMC Group other than of a nature and to an extent which is normal
in the context of the business concerned,
and, in either case, which is or would
reasonably be expected to be material and adverse in the context of
the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition;
(o)
entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or proposed to,
effect any of the transactions, matters or events referred to in
this Condition 6;
(p)
made any material alteration to its constitutional
documents;
(q)
made or agreed or consented to any change to:
(i) the terms
of the trust deeds constituting the pension scheme(s) established
by any member of the Wider Alpha FMC Group for its directors or
employees or their dependents;
(ii)
the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable
thereunder;
(iii) the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined;
or
(iv) the
basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made,
in each case, which has an effect that is
material in the context of the Wider Alpha FMC Group taken as a
whole or in the context of the Acquisition;
(r)
proposed, agreed to provide or modified the terms of any of the
Alpha FMC Share Plans or other benefit constituting a material
change relating to the employment or termination of employment of a
material category of persons employed by the Wider Alpha FMC Group
or which constitutes a material change to the terms or conditions
of employment of any senior employee of the Wider Alpha FMC Group,
save as agreed by the Panel (if required) and by Bidco, or entered
into or changed the terms of any contract with any director or
senior executive;
(s)
other than with the consent of Bidco, taken (or agreed or proposed
to take) any action which requires, or would require, the consent
of the Panel or the approval of Alpha FMC Shareholders in a general
meeting in accordance with, or as contemplated by, Rule 21.1 of the
Code; or
(t) entered
into or varied in a material way the terms of, any contract,
agreement or arrangement with any of the directors or senior
executives of any member of the Wider Alpha FMC Group;
7. No adverse
change, litigation or regulatory enquiry
save as Disclosed, since the Last Accounts
Date:
(a)
no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Alpha FMC Group
which, in any such case, is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the
Acquisition and no circumstances have arisen which would or might
reasonably be expected to result in such adverse change or
deterioration;
(b)
no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Alpha FMC Group is or
is reasonably likely to become a party (whether as a plaintiff,
defendant or otherwise) and no enquiry, review or investigation by,
or complaint or reference to, any Third Party or other
investigative body against or in respect of any member of the Wider
Alpha FMC Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any
member of the Wider Alpha FMC Group which in any such case has had
or might reasonably be expected to have a material adverse effect
on the Wider Alpha FMC Group taken as a whole or in the context of
the Acquisition;
(c)
no contingent or other liability of any member of the Wider Alpha
FMC Group having arisen or become apparent to Bidco or increased
which has had or might reasonably be expected to have an adverse
effect on the Wider Alpha FMC Group, taken as a whole or in the
context of the Acquisition;
(d)
no enquiry or investigation by, or complaint or reference to, any
Third Party having been threatened, announced, implemented,
instituted by or remaining outstanding against or in respect of any
member by or the Wider Alpha FMC Group which in any case is
material in the context of the Wider Alpha FMC Group taken as a
whole;
(e)
no member of the Wider Alpha FMC Group having conducted its
business in breach of any applicable laws and regulations which in
any case is material in the context of the Wider Alpha FMC Group
taken as a whole or in the context of the Acquisition;
and
(f)
no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any
licence or permit held by any member of the Wider Alpha FMC Group
which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which
has had, or would reasonably be expected to have, an adverse effect
which is material in the context of the Wider Alpha FMC Group taken
as a whole or in the context of the Acquisition;
8. No
discovery of certain matters
(a)
save as Disclosed, Bidco not having discovered:
(i) that any
financial, business or other information concerning the Wider Alpha
FMC Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider Alpha FMC Group is
materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information
not misleading and which was not subsequently corrected before the
date of this Announcement by disclosure either publicly or
otherwise to Bidco or its professional advisers, in each case, to
the extent which is material in the context of the Wider Alpha FMC
Group taken as a whole or in the context of the
Acquisition;
(ii)
that any member of the Wider Alpha FMC Group or partnership,
company or other entity in which any member of the Wider Alpha FMC
Group has a significant economic interest and which is not a
subsidiary undertaking of Alpha FMC, is subject to any liability
(actual or contingent) which is not disclosed in the annual report
and accounts of Alpha FMC for the Last Accounts Date, in each case,
to the extent which is material in the context of the Wider Alpha
FMC Group taken as a whole or in the context of the Acquisition;
or
(iii) any
information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Alpha FMC
Group and which is material in the context of the Wider Alpha FMC
Group taken as a whole or in the context of the
Acquisition;
(b)
save as Disclosed, Bidco not having discovered that:
(i) any past
or present member of the Wider Alpha FMC Group has failed to comply
with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission
of any waste or hazardous substance or any substance likely to
impair the environment or harm human health or animal health or
otherwise relating to environmental matters or the health and
safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which storage, carriage, disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) or cost on the part of any member
of the Wider Alpha FMC Group and which is material in the context
of the Wider Alpha FMC Group taken as a whole or in the context of
the Acquisition;
(ii)
there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of
the Wider Alpha FMC Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled
by any such past or present member of the Wider Alpha FMC Group (or
on its behalf) or by any person for which a member of the Wider
Alpha FMC Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, regulation, notice,
circular or order of any Third Party and which is material in the
context of the Wider Alpha FMC Group taken as a whole or in the
context of the Acquisition;
(iii)
circumstances exist (whether as a result of the making of the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting, or whereby any member of the Wider
Bidco Group or any present or past member of the Wider Alpha FMC
Group would be likely to be required to institute, an environmental
audit or take any other steps which would in any such case be
reasonably likely to result in any liability (whether actual or
contingent) to improve, modify existing or install new plant,
machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re-instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
Alpha FMC Group (or on its behalf) or by any person for which a
member of the Wider Alpha FMC Group is or has been responsible, or
in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of
the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition; or
(iv)
circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or
previously manufactured, sold or carried out by any past or present
member of the Wider Alpha FMC Group which claim or claims would be
likely, materially and adversely, to affect any member of the Wider
Alpha FMC Group and which is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the
Acquisition; and
9.
Anti-corruption, economic sanctions, criminal property and money
laundering
save as Disclosed, Bidco not having discovered
that:
(a)
(i) any past or present member, director, officer or employee of
the Wider Alpha FMC Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act
of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule or
regulation concerning improper payments or kickbacks; or (ii) any
person that performs or has performed services for or on behalf of
the Wider Alpha FMC Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery
Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any
other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule or regulation
concerning improper payments or kickbacks;
(b)
any asset of any member of the Wider Alpha FMC Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition)
or proceeds of crime under any other applicable law, rule or
regulation concerning money laundering or proceeds of crime or any
member of the Wider Alpha FMC Group is found to have engaged in
activities constituting money laundering under any applicable law,
rule or regulation concerning money laundering;
(c)
any past or present member, director, officer or employee of the
Alpha FMC Group, or any other person for whom any such person may
be liable or responsible, is or has engaged in any conduct which
would violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received
any funds or assets from:
(i) any
government, entity or individual in respect of which U.S., UK or
European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by
U.S., UK or European Union laws or regulations, including the
economic sanctions administered by the United States Office of
Foreign Assets Control, or HMRC; or
(ii)
any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK or the
European Union or any of its member states;
(d)
any past or present member, director, officer or employee of the
Wider Alpha FMC Group, or any other person for whom any such person
may be liable or responsible:
(i) has
engaged in conduct which would violate any relevant anti-terrorism
laws, rules, or regulations, including but not limited to the U.S.
Anti-Terrorism Act;
(ii)
has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export
controls, including but not limited to the Export Administration
Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations
administered and enforced by the U.S. Department of
State;
(iii) has
engaged in conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to
any law, rule or regulation concerning false imprisonment, torture
or other cruel and unusual punishment, or child labour;
or
(iv) is
debarred or otherwise rendered ineligible to bid for or to perform
contracts for or with any Relevant Authority or found to have
violated any applicable law, rule or regulation concerning
government contracting or public procurement; or
(e)
any member of the Wider Alpha FMC Group is or has been engaged in
any transaction which would cause Bidco to be in breach of any law
or regulation upon its acquisition of Alpha FMC, including but not
limited to the economic sanctions of the United States Office of
Foreign Assets Control, or HMRC or any other Relevant
Authority.
Part 2
Waiver and invocation of the
Conditions
1. Subject to
the requirements of the Panel in accordance with the Code, Bidco
reserves the right in its sole discretion to waive, in whole or in
part, all or any of the Conditions in Part 1 of this Appendix 1,
except for Conditions 1,
2(a)(i),
2(b)(i), 2(c)(i)
and 3, which cannot be waived. The
deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may
be extended to such later date as Bidco may determine (with the
Panel's consent and approval of the Court, if such consent and/or
approval is required). If any of Conditions
1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not
satisfied by the relevant deadline specified in the relevant
Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether, subject to
paragraph 3 below, it has invoked the relevant Condition, waived
the relevant deadline or extended the relevant deadline.
2. Bidco
shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as satisfied any of
Conditions 4 to 9 (inclusive) by a date or time earlier than the
latest date and time specified above for the fulfilment of the
relevant Condition notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3. Subject to
paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only
invoke a Condition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of
material significance to Bidco in the context of the Acquisition.
This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise.
4. Each of
Conditions 1, 2 and 3
(and any Takeover Offer acceptance condition adopted on the
basis specified in Part 3 of this Appendix 1) will not be subject
to Rule 13.5(a) of the Code.
5. Any
Condition that is subject to Rule 13.5(a) of the Code may be waived
by Bidco.
6. The
Acquisition will not become Effective unless the Conditions have
been fulfilled or (to the extent capable of waiver) waived or,
where appropriate, have been determined by Bidco to be or remain
satisfied by no later than 11:59 p.m. on the Long Stop
Date.
7. Each of
the Conditions shall be regarded as a separate Condition and shall
not be limited by reference to any other Condition.
8. Save as
disclosed in this Announcement, other than the documentation
relating to the financing of the Acquisition, there is no agreement
or arrangement to which Bidco is a party which relates to the
circumstances in which it may or may not invoke a
Condition.
Part 3
Implementation by way of Takeover
Offer
Subject to obtaining the consent of the Panel
and where permitted pursuant to the terms of the Co-operation
Agreement (while the Co-operation Agreement is continuing), Bidco
reserves the right to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme. In such event,
such Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in
method of effecting the Takeover Offer, including (without
limitation), with the consent of the Panel, the inclusion of an
acceptance condition set at 90 per cent. of Alpha FMC Shares to
which the Takeover Offer relates, (or such lesser percentage as may
be agreed after consultation with the Panel (if necessary)), being
in any case more than 50 per cent. of the voting rights normally
exercisable at a general meeting of Alpha FMC.
In accordance with normal United Kingdom
practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act,
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Alpha FMC outside of the
U.S., other than pursuant to the Acquisition, until the date on
which the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK,
shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Part 4
Certain further terms of the
Acquisition
1. If Bidco
is required by the Panel to make an offer for Alpha FMC Shares
under a mandatory offer for Alpha FMC under Rule 9 of the Code,
Bidco may make such alterations to the above Conditions as are
necessary to comply with Rule 9 of the Code.
2. The
availability of the Acquisition to persons not resident in the UK
may be affected by the laws of the relevant jurisdiction. Persons
who are not resident in the UK should inform themselves about, and
observe, any applicable requirements. Alpha FMC Shareholders who
are in any doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction
without delay and observe any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in
the Scheme Document.
3. Alpha FMC
Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching or accruing thereto,
including (without limitation) the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made
or paid or any other return of capital (whether by way of reduction
of share capital, repurchase or redemption or otherwise) made on or
after the date of this Announcement in respect of Alpha FMC
Shares.
4. If any
dividend, other distribution or return of capital is announced,
declared, made, payable or paid in respect of Alpha FMC Shares on
or after the date of this Announcement and before the Effective
Date, Bidco reserves the right to reduce the consideration payable
in respect of each Alpha FMC Share by the amount of all or part of
any such dividend, other distribution or return of capital, in
which case any reference in this Announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a
reference to the consideration as so reduced. If Bidco exercises
this right or makes such a reduction in respect of a dividend,
other distribution or return of capital, Alpha FMC Shareholders
will be entitled to receive and retain that dividend, other
distribution or return of capital. Any exercise by Bidco of its
rights referred to in this paragraph 4 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the
Acquisition.
5. This
Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme and the Forms of Proxy will be governed by
the laws of England and Wales and be subject to the jurisdiction of
the courts of England and Wales. The Acquisition will also be
subject to the Conditions and further terms set out in this
Announcement and to be set out in the Scheme Document and such
further terms as may be required to comply with the AIM Rules and
the provisions of the Code. The Acquisition and the Scheme will
comply with the applicable requirements of the FCA, the London
Stock Exchange and the Court, as well as with the Panel and the
Code. This Announcement does not constitute, or form part of, an
offer or invitation to purchase Alpha FMC Shares or any other
securities.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this
Announcement:
1. As at
close of business on the Last Practicable Date:
(a)
Alpha FMC had 122,009,736 ordinary shares in issue;
(b)
Bidco was the registered holder of no Alpha FMC Shares;
and
(c)
Euan Fraser, who is presumed to be acting in concert with Bidco
under the Code, was the registered holder of 615,637 Alpha FMC
Shares; and
giving a total number of 121,394,099 Alpha FMC
Shares that are not owned by Bidco or a person acting in concert
with Bidco.
2. Alpha FMC
does not hold any shares in treasury.
3. Any
reference to the entire issued and to be issued ordinary share
capital of Alpha FMC is based on:
(a)
122,009,736 Alpha FMC Shares referred to in paragraph 1 above;
less
(b)
7,453,120 Alpha FMC Shares held in Employee Benefit Trust;
plus
(c)
9,406,109 Alpha FMC Shares which may be issued on or after the date
of this Announcement on the exercise of options or vesting of
awards under the Alpha FMC Share Plans.
4. The
volume-weighted average prices of an Alpha FMC Share are derived
from data provided by Bloomberg and have been rounded to the
nearest two decimal places.
5. Unless
otherwise stated, all prices for Alpha FMC Shares have been derived
from data provided by Bloomberg and represent Closing Prices on 30
April 2024 (being the last business day before the date of the
commencement of the Offer Period).
6. Certain
figures included in this Announcement have been subject to rounding
adjustments.
7. Unless
otherwise stated, the balance sheet financial information relating
to Alpha FMC is extracted from its RNS announcement of 20 June 2024
announcing its annual results for the period ended 31 March
2024.
8. The
implied enterprise value on a pre-IFRS 16 basis of £609.1 million
is calculated by reference to:
(a) a
fully diluted equity value of £626.0 million based on the issued
and to be issued share capital of Alpha FMC as set out in paragraph
3 above; less
(b)
cash position of £29.4 million; plus
(c)
deferred consideration of £12.5 million, comprising £2.1 million in
relation to acquisition of Shoreline and £10.4 million in relation
to acquisition of Lionpoint.
9. The
implied enterprise value on post-IFRS 16 basis of £611.7 million is
calculated by reference to:
(a)
an enterprise value on a pre-IFRS 16 basis of £609.1 million
referred to in paragraph 8 above; plus
(b)
lease liabilities of £2.6 million, comprising £1.4 million in
current lease liabilities and £1.1 million in non-current lease
liabilities.
10. Any
references to Alpha FMC Adjusted EBITDA on pre-IFRS 16 and
post-IFRS 16 basis is based on:
|
|
Post-IFRS 16 Adjusted EBITDA
|
42.2
|
IFRS 16 lease adjustment
|
(2.3)
|
Pre-IFRS 16 Adjusted EBITDA
|
39.9
|
where IFRS 16 lease adjustment comprises £2.0
million in lease liability payments and £0.3 million in interest on
lease liabilities.
11. The
implied enterprise value multiples in this Announcement are
calculated based on:
|
|
|
Final Offer Price (p)
|
505.0
|
505.0
|
Fully diluted issued share
capital
|
124.0
|
124.0
|
Equity value
|
626.0
|
626.0
|
Net debt / (cash)
|
(16.9)
|
(14.3)
|
EV
|
609.1
|
611.7
|
Adjusted EBITDA FY24
|
39.9
|
42.2
|
EV
/ EBITDA
|
15.3x
|
14.5x
|
Certain figures included in this
Announcement have been subject to rounding adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Alpha FMC
Independent Directors
The following Alpha FMC Independent Directors
have each given an irrevocable undertaking in respect of their own
beneficial holdings of Alpha FMC Shares (or those Alpha FMC Shares
over which they have control) to vote (or procure a vote) in favour
of the Resolutions (including the Rule 16.2 Resolution) at the
Alpha FMC Meetings or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept (or procure the
acceptance of) such Takeover Offer:
Name
|
Total number of
Alpha FMC Shares in respect of which undertaking is given as at the
Last Practicable Date
|
Percentage of issued ordinary
share capital of Alpha FMC (%) as at the Last Practicable
Date
|
Kenneth Fry
|
34,090
|
0.03
|
Jill May
|
12,307
|
0.01
|
Total
|
46,397
|
0.04
|
The obligations of the Alpha FMC Independent
Directors under the irrevocable undertakings given by them shall
lapse and cease to have effect on and from the earlier of the
following occurrences:
(a)
Bidco publicly announces, with the consent of the Panel, that it
does not intend to proceed with the Acquisition;
(b)
the Acquisition lapses, is withdrawn or otherwise terminates in
accordance with its terms; or
(c)
the Scheme has not become Effective before 11.59 p.m. on the Long
Stop Date.
These irrevocable undertakings remain binding
in the event a competing offer is made for Alpha FMC.
2. Rolling
Managers
Under the Rollover and Reinvestment Deed, the
Rolling Managers have each given certain undertakings in respect of
their own beneficial holdings of Alpha FMC Shares (or those Alpha
FMC Shares over which they have control) to, among other things:
(i) vote in favour of the Special Resolution at the General
Meeting; (ii) not sell, transfer, charge, encumber, pledge or grant
any option over or otherwise dispose of the Rolling Managers'
respective Alpha FMC Shares other than pursuant to the Rollover and
Reinvestment Deed; (iii) not accept and/or not vote in favour of
any competing scheme of arrangement or any other offer or similar
transaction in respect of any of their Alpha FMC Shares which might
frustrate the Acquisition or any part of it; and (iv) not enter
into any agreement or arrangement to participate in the capital of
any person in connection with or following any transaction relating
to Alpha FMC or its assets or any arrangement which would fall
under Rule 16.2(c) of the Code:
Group of Rolling
Managers
|
Total aggregate number of
Alpha FMC Shares in respect of which undertaking is given as at the
Last Practicable Date
|
Aggregate percentage of
issued ordinary share capital of Alpha FMC (%) as at the Last
Practicable Date
|
Group 1 Rolling Managers
|
1,562,000
|
1.28
|
Group 2 Rolling Managers
|
1,909,927
|
1.57
|
Total
|
3,471,927
|
2.85
|
These undertakings shall lapse and cease to
have effect on and from the earlier of the following
occurrences:
(a)
if the Rollover and Reinvestment Deed terminates; or
(b)
if a third party other than Bidco announces a firm intention to
make an offer for Alpha FMC under Rule 2.7 of the Code which: (i)
is at a price not less than 530 pence per Alpha FMC Share; and (ii)
is recommended unanimously by the Alpha FMC Directors (or Alpha FMC
Independent Directors, as the case may be) (a "Competing Offer").
In relation to a Competing Offer, Rolling
Managers are not restricted from entering into any undertakings,
agreements, arrangements or negotiations to: (i) sell, transfer or
otherwise dispose of any of their Alpha FMC Shares (or any interest
in such Alpha FMC Shares) to the person making the Competing Offer;
(ii) acquire an interest in the capital of the person making the
Competing Offer or any of its affiliates in connection with the
Competing Offer; (iii) vote in favour of any scheme of arrangement
of Alpha FMC, or any Alpha FMC Shareholder resolution, to implement
the Competing Offer; or (iv) accept the Competing Offer, in each
case provided that any such undertakings, agreements or
arrangements are conditional on the release of a firm offer
announcement under Rule 2.7 in respect of the Competing
Offer.
The Rolling Managers also hold the following
options over Alpha FMC Shares pursuant to the Alpha FMC Share
Plans. The obligations under the Rollover and Reinvestment Deed
also extend to any shares acquired by the Rolling Managers as a
result of the vesting of awards or the exercise of options under
the Alpha FMC Share Plans:
Group of Rolling
Managers
|
Aggregate total number of
Alpha FMC Shares to be acquired by the relevant Rolling Managers
under the Alpha FMC Share Plans
|
Aggregate total number of
Alpha FMC Shares held by the relevant Rolling Managers following
vesting/exercise of options under the Alpha FMC Share
Plans
|
Aggregate percentage of fully
diluted ordinary share capital of Alpha FMC held by the relevant
Rolling Managers following vesting/exercise of options under the
Alpha FMC Share Plans (%)
|
Group 1
Rolling Managers
|
6,030,173
|
7,592,173
|
6.12
|
Group 2 Rolling Managers
|
1,226,276
|
3,136,203
|
2.53
|
Total
|
7,256,449
|
10,728,376
|
8.65
|
Appendix 4
Key Terms of Securities in Topco
The equity term sheet scheduled to the Rollover
and Reinvestment Deed sets out the key terms of the Topco
Management Securities which Rolling Managers will hold following
completion of the Rollover Arrangements.
The Rolling Managers will hold Topco B Ordinary
Shares and Topco Priority Shares (accruing interest at a daily and
annually compounding rate of 12 per cent. of the issue price) in
the capital of Topco and the Bridgepoint Fund (via a nominee
vehicle) will hold A ordinary shares in the capital of Topco (the
Topco A Ordinary Shares)
and preferred return instruments to be issued by Topco or its
subsidiaries (the Preferred Return
Instruments) which shall rank pari passu with the Topco Priority
Shares. The Topco B Ordinary Shares and Topco A Ordinary Shares
will have the same economic rights, although the Topco B Ordinary
Shares will not carry voting rights. The Rolling Managers will hold
Topco B Ordinary Shares and Topco Priority Shares in the same
proportions as the Bridgepoint Fund holds Topco A Ordinary Shares
and Preferred Return Instruments.
The Rolling Managers will not have a veto right
on further funding of Topco or its subsidiaries, but if the
Bridgepoint Fund subscribes for additional securities, the Rolling
Managers will benefit from pro
rata pre-emption or catch-up rights.
The following matters shall require the consent
of the Bridgepoint Fund and the Rolling Managers who hold, at the
relevant time, a majority of the Topco B Ordinary Shares held by
all Rolling Managers at the relevant time: (i) issuances of shares
or other securities by any group company other than on a
pre-emptive basis (subject to customary carve-outs typical for a
transaction of this nature); (ii) any return of capital, redemption
or buyback of shareholder instruments or recapitalisation of or by
any group company other than in accordance with the waterfall
applicable to Topco; (iii) any capital reduction otherwise than on
a pro rata basis across
all classes of ordinary shares of Topco from time to time or
otherwise than in accordance with the waterfall applicable to
Topco; (iv) any dividends or distributions made other than in
accordance with the waterfall applicable to Topco; and (v) entering
into any related party contract with the Bridgepoint Fund and any
group company other than on arm's length terms or in the ordinary
course of business. In addition, any increase of the coupon rate
attaching to preferred return instruments issued by Topco or its
subsidiaries shall require the consent of the Bridgepoint Fund and
the consent of the CEO, provided that this restriction shall not
apply to any preferred return instruments issued in circumstances
where the board of Topco reasonably believes that there is (or is
anticipated to be) a breach of financial covenants.
The Topco Management Securities may not be
transferred until a sale or listing of Topco, other than: (i)
transfers made in accordance with the leaver, drag along or tag
along provisions (each as set out below); (ii) with the prior
written consent of the Bridgepoint Fund; or (iii) a transfer of up
to 50 per cent. of that Rolling Manager's securities to family
members and family trusts for bona fide tax planning
purposes.
Any Rolling Manager who leaves the group before
an exit may be required to sell all or part of that Rolling
Shareholder's Topco Priority Shares. The leaver provisions will not
apply to the Topco B Ordinary Shares. There will be three classes
of leavers in relation to the Topco Priority Shares: (i) good
leavers, who may be required to sell their Topco Priority Shares
for an amount equal to the issue price plus accrued but unpaid
interest; (ii) bad leavers, who may be required to sell their Topco
Priority Shares for an amount equal to the issue price plus accrued
but unpaid interest at a reduced interest rate of 5 per cent. per
annum (as if such reduced interest rate had applied from the date
of issue to the date on which such leaver transfers their Topco
Priority Shares pursuant to the leaver provisions); and (iii) very
bad leavers, who may be required to sell their Topco Priority
Shares for an amount equal to the issue price. If a bad leaver or
very bad leaver retains any Topco Priority Shares, interest on such
Topco Priority Shares shall be reduced (with effect from the date
of issue) to, respectively, 5 per cent. per annum or
nil.
If the Bridgepoint Fund transfers more than 50
per cent. of its holding of Topco A Ordinary Shares on arm's length
terms to a bona fide third party, the Bridgepoint Fund will be able
to require all other holders of ordinary shares of Topco to
transfer all their shares and other securities on no less
favourable terms.
If the Bridgepoint Fund transfers such number
of its securities which results in: (i) a third party holding more
than 50 per cent. of all ordinary shares of Topco in issue, the
Rolling Managers will be able to require that all of their Topco B
Ordinary Shares and Topco Priority Shares also be transferred,
except on an initial public offering, on no less favourable terms;
or (ii) a third party holding less than 50 per cent. of all
ordinary shares of Topco in issue, each other Rolling Manager will
be able to require that an equal percentage of their Topco B
Ordinary Shares and Topco Priority Shares also be transferred,
except on an initial public offering, on no less favourable
terms.
Appendix 5
Definitions
The following definitions apply throughout this
Announcement unless the context otherwise requires:
"Acquisition"
|
the proposed acquisition by Bidco of the entire
issued and to be issued ordinary share capital of Alpha FMC (other
than the Excluded Shares) to be implemented by means of the Scheme,
on the terms and subject to the Conditions set out in this
Announcement and to be set out in the Scheme Document (or, should
Bidco so elect, by means of a Takeover Offer, under certain
circumstances as described in this Announcement);
|
"AIM
Rules"
|
the rules for AIM companies published by the
London Stock Exchange from time to time;
|
"AIM"
|
the market of that name operated by the London
Stock Exchange;
|
"Alpha
FMC"
|
Alpha Financial Markets Consulting plc, a
company incorporated in England & Wales with registered number
09965297;
|
"Alpha
FMC Directors" or
"Alpha FMC Board"
|
the directors of Alpha FMC as at the date of
this Announcement or, where the context so requires, the directors
of Alpha FMC from time to time;
|
"Alpha FMC
Group"
|
Alpha FMC and its subsidiary undertakings from
time to time;
|
"Alpha
FMC Independent
Directors"
|
the Alpha FMC Directors other than Luc Baqué
and John Paton;
|
"Alpha
FMC Independent
Shareholders"
|
the Alpha FMC Shareholders other than the
Rolling Managers;
|
"Alpha
FMC Meetings"
|
the Court Meeting and the General
Meeting;
|
"Alpha FMC
Share Plans"
|
means:
(i) the Alpha
FMC Employee Incentive Plan Part A, originally adopted on 5 October
2017;
(ii)
the Alpha FMC Employee Incentive Plan Part B, originally adopted on
10 July 2018;
(iii) the
Alpha FMC Employee Incentive Plan Part C, originally adopted on 10
July 2018;
(iv) the
Alpha FMC Management Incentive Plan Part A Enterprise Management
Incentive Scheme, originally adopted on 5 October 2017;
(v)
the Alpha FMC Management Incentive Plan Part B Joint Share
Ownership Plan originally adopted on 5 October 2017;
(vi) the
Alpha FMC Management Incentive Plan Part C Restricted Stock Unit
Plan, originally adopted on 5 October 2017; and
(vii) the Alpha
FMC Management Incentive Plan Part D French Restricted Stock Unit
Plan, originally adopted on 5 October 2017;
each as amended from time to time;
|
"Alpha FMC
Shareholders"
|
holders of Alpha FMC Shares;
|
"Alpha FMC
Shares"
|
the ordinary shares of 0.075 pence each in the
capital of Alpha FMC;
|
"Announcement"
|
this announcement;
|
"BAL"
|
Bridgepoint Advisers Limited, a company
incorporated in England & Wales with registered number
03220373;
|
"Bidco"
|
Actium Bidco (UK) Limited, a company
incorporated in England & Wales with registered number
15736419;
|
"Bidco
Directors" or "Bidco
Board"
|
the directors of Bidco as at the date of this
Announcement or, where the context so requires, the directors of
Bidco from time to time;
|
"Bidco
Group"
|
Topco, Midco 1, Midco 2, Midco 3, Bidco and
their subsidiary undertakings from time to time;
|
"Bidco
Rollover Notes"
|
the 12% non-QCB loan notes 2034 to be issued by
Bidco pursuant to a loan note instrument to be entered into by
Bidco on or around the Effective Date;
|
"Bridgepoint"
|
Bridgepoint Group plc, a company incorporated
in England & Wales with registered number 11443992;
|
"Business
Day"
|
a day, not being a public holiday, Saturday or
Sunday, on which banks in London are open for normal
business;
|
"Closing
Price"
|
the closing price of an Alpha FMC Share as
derived from Bloomberg on any particular date;
|
"Code"
|
the Takeover Code issued by the Panel, as
amended from time to time;
|
"Companies
Act"
|
the Companies Act 2006, as amended from time to
time;
|
"Condition(s)"
|
the conditions of the Acquisition, as set out
in Part 1 of Appendix 1 to this Announcement and to be set out in
the Scheme Document;
|
"Confidentiality Agreement"
|
has the meaning given to it in paragraph 12 of
this Announcement;
|
"Co-operation
Agreement"
|
has the meaning given to it in paragraph 12 of
this Announcement;
|
"Court"
|
the High Court of Justice of England and
Wales;
|
"Court
Meeting"
|
the meeting or meetings of Scheme Shareholders
to be convened by an order of the Court pursuant to section 896 of
the Companies Act, notice of which will be set out in the Scheme
Document, for the purposes of considering, and if thought fit,
approving the Scheme (with or without amendment) and any
adjournment, postponement or reconvention thereof;
|
"Court
Order"
|
the order of the Court sanctioning the Scheme
under section 899 of the Companies Act;
|
"CREST"
|
the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) (including as it forms part of domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act
2018), as amended from time to time;
|
"Dealing
Arrangement"
|
an arrangement of the kind referred to in Note
11(a) in the definition of acting in concert in the
Code;
|
"Dealing
Disclosure"
|
an announcement pursuant to Rule 8 of the Code
containing details of dealings in relevant securities of a party to
an Acquisition;
|
"Disclosed"
|
the information which has been fairly disclosed
by or on behalf of Alpha FMC:
(i) in
writing before the date of this Announcement to Bidco or Bidco's
professional advisers (in their capacity as such in relation to the
Acquisition);
(ii)
in the Annual Report and Financial Statements of Alpha FMC for the
year ended 31 March 2024;
(iii) in
this Announcement; or
(iv) in any
other announcement made by Alpha FMC via a Regulatory Information
Service before the date of this Announcement;
|
"DTRs"
|
the Disclosure Guidance and Transparency Rules
of the FCA under FSMA and contained in the FCA's publication of the
same name, as amended from time to time;
|
"Effective"
|
in the context of the Acquisition: (a) if the
Acquisition is implemented by way of the Scheme, the Scheme having
become effective pursuant to its terms; or (b) if the Acquisition
is implemented by way of the Takeover Offer, the Takeover Offer
having been declared or having become unconditional in accordance
with the requirements of the Code;
|
"Effective
Date"
|
the date on which the Acquisition becomes
Effective;
|
"Enlarged
Group"
|
the enlarged group following the Acquisition
comprising the Bidco Group and the Alpha FMC Group;
|
"Eurozone"
|
the member states of the European Union that
have adopted the euro as their common currency and sole legal
tender;
|
"Excluded
Shares"
|
any Alpha FMC Shares which (if any)
are:
(i)
beneficially owned by Bidco or any other member of the Bidco
Group;
(ii)
beneficially owned by any Rolling Manager; or
(iii) held
by Alpha FMC in treasury;
|
"FCA"
|
the Financial Conduct Authority or its
successor from time to time;
|
"Final
Offer Price"
|
has the meaning given to it in paragraph
2 of this Announcement;
|
"Forms of
Proxy"
|
the forms of proxy in connection with each of
the Court Meeting and the General Meeting, which shall accompany
the Scheme Document;
|
"FSMA"
|
the Financial Services and Markets Act 2000, as
amended from time to time;
|
"General
Meeting"
|
the general meeting of Alpha FMC Shareholders
to be convened for the purpose of considering and, if thought fit,
approving, the Resolutions, notice of which shall be contained in
the Scheme Document and any adjournment, postponement or
reconvention thereof;
|
"Group
1"
|
has the meaning given to it in paragraph
10 of this Announcement;
|
"Group
2"
|
has the meaning given to it in paragraph
10 of this Announcement;
|
"HMRC"
|
HM Revenue and Customs;
|
"Last Accounts
Date"
|
means 31 March 2024;
|
"Last
Practicable Date"
|
means the Business Day immediately preceding
the date of this Announcement;
|
"London Stock
Exchange"
|
the London Stock Exchange plc or its
successor;
|
"Long Stop
Date"
|
20 December 2024 or such later date (if any) as
Bidco and Alpha FMC may agree, with the consent of the Panel, and
which (if required) the Court may allow;
|
"Midco
1"
|
Actium Midco 1 (UK) Limited, a company
incorporated in England & Wales with registered number
15735608;
|
"Midco 1
Rollover Notes"
|
the 12% non-QCB loan notes 2034 to be issued by
Midco 1 pursuant to a loan note instrument to be entered into by
Midco 1 on or around the Effective Date;
|
"Midco
2"
|
Actium Midco 2 (UK) Limited, a company
incorporated in England & Wales with registered number
15735686;
|
"Midco 2
Rollover Notes"
|
the 12% non-QCB loan notes 2034 to be issued by
Midco 2 pursuant to a loan note instrument to be entered into by
Midco 2 on or around the Effective Date;
|
"Midco
3"
|
Actium Midco 3 (UK) Limited, a company
incorporated in England & Wales with registered number
15736277;
|
"Midco 3
Rollover Notes"
|
the 12% non-QCB loan notes 2034 to be issued by
Midco 3 pursuant to a loan note instrument to be entered into by
Midco 3 on or around the Effective Date;
|
"Offer
Period"
|
the offer period (as defined by the Code)
relating to Alpha FMC, which commenced on 1 May 2024;
|
"Opening
Position Disclosure"
|
the announcement pursuant to Rule 8 of the Code
containing details on interests or short positions in, or rights to
subscribe for, any relevant securities of a party to an
Acquisition;
|
"Overseas
Shareholders"
|
shareholders who are resident in, ordinarily
resident in, or citizens of, jurisdictions outside the United
Kingdom;
|
"Panel"
|
the Panel on Takeovers and Mergers;
|
"QCB"
|
Qualifying Corporate Bond;
|
"Regulatory
Information Service"
|
any information service authorised from time to
time by the FCA for the purpose of disseminating regulatory
announcements;
|
"Reinvesting
Managers"
|
the Rolling Managers who have agreed to
exchange their Alpha FMC Shares for cash at the Final Offer Price,
and to invest the Relevant Percentage of the proceeds in Topco
Management Securities;
|
"Relevant
Authority"
|
means any central bank, ministry, governmental,
quasigovernmental, supranational (including the European Union),
statutory, regulatory or investigative body, authority or tribunal
(including any national or supranational antitrust, competition or
merger control authority, any sectoral ministry or regulator and
any foreign investment review body), national, state, municipal or
local government (including any subdivision, court, tribunal,
administrative agency or commission or other authority thereof),
any entity owned or controlled by them, any private body exercising
any regulatory, taxing, importing or other authority, any trade
agency, association, institution or professional or environmental
body in any jurisdiction;
|
"relevant
securities"
|
shall be construed in accordance with the
Code;
|
"Resolutions"
|
the Rule 16.2 Resolution and the Special
Resolution;
|
"Restricted
Jurisdiction(s)"
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Acquisition is
sent or made available to Alpha FMC Shareholders in that
jurisdiction;
|
"Rolldown
Managers"
|
the Rolling Managers who have agreed to
exchange the Relevant Percentage of their Alpha FMC Shares for
Topco Management Securities, pursuant to the Rollover and
Reinvestment Deed;
|
"Rolling
Managers"
|
each individual who has adhered to the Rollover
and Reinvestment Deed in accordance with its terms;
|
"Rollover and
Reinvestment Deed"
|
the rollover and reinvestment deed dated on or
around the date of this Announcement and made between Topco, Midco
1, Midco 2, Midco 3 and Bidco and to which each Rolling Manager has
adhered in accordance with its terms on or before the date of this
Announcement;
|
"Rollover
Arrangements"
|
the arrangements described in this Announcement
relating to the Rolling Managers;
|
"Rollup
Managers"
|
the Rolling Managers who have agreed to
exchange the Relevant Percentage of their Alpha FMC Shares for
Bidco Loan Notes, pursuant to the Rollover and Reinvestment
Deed;
|
"Rule 16.2
Resolution"
|
the resolution to be proposed at the General
Meeting to approve the Rollover Arrangements in accordance with
Rule 16.2 of the Code;
|
"Sanction
Hearing"
|
the hearing of the Court at which Alpha FMC
will seek an order sanctioning the Scheme pursuant to Part 26
of the Companies Act;
|
"Scheme"
|
the proposed scheme of arrangement under
Part 26 of the Companies Act between Alpha FMC and the holders
of the Scheme Shares in connection with the Acquisition, with or
subject to any modification, addition or condition approved or
imposed by the Court and agreed by Alpha FMC and Bidco;
|
"Scheme
Document"
|
the document to be sent to Alpha FMC
Shareholders and persons with information rights containing, among
other things, the Scheme, the full terms and conditions of the
Scheme and notices of the Alpha FMC Meetings and the Forms of
Proxy;
|
"Scheme Record
Time"
|
the time and date to be specified in the Scheme
Document, expected to be 6.00 p.m. on the Business Day immediately
after the Sanction Hearing;
|
"Scheme
Shareholders"
|
holders of Scheme Shares;
|
"Scheme
Shares"
|
Alpha FMC Shares which remain in issue at the
Scheme Record Time and are:
(i) in issue
as at the date of the Scheme Document;
(ii)
(if any) issued after the date of the Scheme Document but before
the Voting Record Time; and/or
(iii) (if
any) issued on or after the Voting Record Time but before the
Scheme Record Time, either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in
respect of which the holders thereof shall have agreed in writing
to be bound by the Scheme,
but in each case other than the Excluded
Shares;
|
"SEC"
|
means the United States Securities and Exchange
Commission;
|
"Significant
Interest"
|
in relation to an undertaking, a direct or
indirect interest of 20 per cent. or more of: (a) the total voting
rights conferred by the equity share capital (as defined in section
548 of the Companies Act) of such undertaking; or (b) the relevant
partnership interest;
|
"Special Resolution"
|
the special resolution proposed at the General
Meeting in connection with the implementation of the
Scheme;
|
"Takeover
Offer"
|
if (with the consent of the Panel), Bidco
elects to effect the Acquisition by way of a takeover offer (as
defined in Chapter 3 of Part 28 of the Companies Act), the offer to
be made by or on behalf of Bidco to acquire the entire issued and
to be issued ordinary share capital of Alpha FMC on the terms and
subject to the conditions to be set out in the related offer
document and, where the context permits, any subsequent revision,
variation, extension or renewal of such takeover offer;
|
"Third
Party"
|
has the meaning given in Condition
4(a) in Appendix 1 to
this Announcement;
|
"Topco"
|
Actium Topco (UK) Limited, a company
incorporated in England & Wales with registered number
15735478;
|
"Topco B
Ordinary Shares"
|
the B ordinary shares of £0.01 each in the
capital of Topco;
|
"Topco
Management Securities"
|
the Topco B Ordinary Shares and Topco Priority
Shares;
|
"Topco
Priority Shares"
|
the priority shares of £0.01 each in the
capital of Topco;
|
"U.S."
or "United
States"
|
the United States of America, its territories
and possessions, any state of the United States and the District of
Columbia;
|
"U.S. Exchange
Act"
|
the U.S. Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations
promulgated thereunder;
|
"UK" or
"United Kingdom"
|
United Kingdom of Great Britain and Northern
Ireland;
|
"UK Market
Abuse Regulation"
|
the Market Abuse Regulation (EU) No 596/2014 as
it forms part of the laws of the United Kingdom from time to
time;
|
"Voting Record
Time"
|
the time and date to be specified in the Scheme
Document by reference to which entitlement to vote on the Scheme
will be determined;
|
"Wider Alpha
FMC Group"
|
Alpha FMC and its associated undertakings and
any other body corporate, partnership, joint venture or person in
which Alpha FMC and all such undertakings (aggregating their
interests) have a Significant Interest;
|
"Wider Bidco
Group"
|
Bidco and its parent undertakings and its and
such parent undertakings' subsidiary undertakings, the Bridgepoint
Fund and their respective associated undertakings, and any other
body corporate, partnership, joint venture or person in which Bidco
and all such undertakings (aggregating their interests) have a
Significant Interest;
|
"€"
|
the lawful currency of the member states of the
Eurozone from time to time; and
|
"£" or
"pence"
|
the lawful currency of the United Kingdom from
time to time.
|
In this Announcement: (a) "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
respective meanings given to them in the Companies Act; and (b) all
times are London times, unless otherwise stated.