NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 AUGUST 2023

RECOMMENDED CASH OFFER

FOR

GLANTUS HOLDINGS PLC

BY

GENESIS BIDCO LIMITED

(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY BASWARE OY)

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

1.         Introduction

The board of directors of Genesis Bidco Limited ("Bidco") and the board of directors of Glantus Holdings plc ("Glantus" or the "Company") are pleased to announce that they have reached agreement on the terms of an all cash offer by Bidco, which has been unanimously recommended by the Glantus Board.

Bidco, a newly incorporated private limited company wholly-owned by Basware Oy ("Basware"), will acquire the entire issued and to be issued share capital of Glantus.

It is expected that the Acquisition will be implemented by means of an Irish High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Act") (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel).

2.         Summary Terms of the Acquisition

The Acquisition is subject to the Conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Under the terms of the Acquisition, which shall be subject to the Conditions and other terms set out in this Announcement and to further terms to be set out in the Scheme Document, each Glantus Shareholder at the Scheme Record Time will be entitled to receive:

for each Glantus Share £0.3342 in cash

The Acquisition represents a premium of approximately:

·          197% to Glantus' Closing Price of £0.1125 on 4 July 2023 (being the last Business Day prior to the publication of Possible Offer Announcement on 5 July 2023);

·          289% to Glantus' volume weighted average share price of approximately £0.0859 over the one month period ending on 4 July 2023; 

·          303% to Glantus' volume weighted average share price of approximately £0.0830 over the three month period ending on 4 July 2023;

·          315% to Glantus' volume weighted average share price of approximately £0.0806 over the six month period ending on 4 July 2023; and

·          67% to Glantus' Closing Price of £0.2000 on 11 August 2023 (being the last practicable date prior to the publication of this Announcement).

The Acquisition values the entire issued and to be issued share capital of Glantus at approximately £17.8 million on a fully diluted basis and implies an enterprise value of approximately £29.5 million.

Under the terms of the Scheme proposed to implement the Acquisition, in consideration of the payment of the Consideration by Bidco to Glantus Scheme Shareholders, the Glantus Shares will be transferred to Bidco in accordance with the terms of the Scheme.

The sources and bases of information contained in this Announcement to calculate the implied value of the Acquisition are set out in Appendix III.

3.         Glantus' Background to and Reasons for Recommending the Acquisition

Background and performance since IPO

Glantus is an innovative data analysis and automation company which was founded in 2014 with a vision to help businesses unlock the value of their data through advanced analytics and automation solutions. It quickly gained recognition for its expertise in data integration, analytics, and reporting, attracting a diverse range of global clients across various industries. Glantus was admitted to trading on the AIM market of the London Stock Exchange ("IPO" or "Admission") in May 2021.

The IPO provided Glantus with the necessary capital to expand its operations, invest in research and development and accelerate its growth trajectory. Since its IPO, the Glantus Group has achieved some of the goals committed to at the time of the IPO including investment in account management, sales and marketing and has completed successful acquisitions in the US and UK.

However, more generally, the Company has experienced a number of challenges since its IPO and FY22 was particularly challenging which resulted in a requirement to significantly restructure the business during the year. On 30 June 2023, in its annual financial results for the year ended 31 December 2022, the Company stated that:

"2022 was a challenging year for our company. Integration issues with an acquisition and a downturn in our productivity in the U.S. market while we transitioned our operations to Costa Rica, meant that our run-rate billing had reduced from an expected €1.5m per month to €1m per month. With a cost base structured for a higher revenue than what was being achieved, we were running at a considerable loss. Accordingly, the management team set about adjusting the cost base to align with our run-rate billing. Over the final three months of 2022, we removed €4.2m from our annualised costs and in the first quarter of 2023 we saw the benefits of this work as we returned to profitability".

As a result of the challenges experienced in 2022, on 14 February 2023, Glantus announced that it had raised approximately €1.4 million (before expenses) from a combination of new and existing investors by a conditional irrevocable subscription for ordinary shares at £0.0925 per share, which was subsequently approved at the Extraordinary General Meeting on 16 March 2023. The net proceeds of the said subscription were applied to settle certain deferred consideration payments for the acquisition of Technology Insight Corporation and Meridian Cost Benefit Limited, as well some remaining costs associated with the Company's recent restructuring, and for working capital purposes.

Trading in FY 2023 has improved, and the Company provided a trading update on 31 July 2023 for the six months to 30 June 2023 ("H1 2023"). The Company announced that:

"Trading in the new financial year has been ahead of management's expectations (all figures for 2023 below are unaudited):

·          Jan - Apr 2023 revenues of c.€4.558m, adjusted EBITDA profit of c.€1.3m

·          Momentum has continued with revenues for May 2023 being ahead of budget at €1.1m

·          Realignment of cost base in 2022 has delivered much improved adjusted EBITDA so far in 2023

The Company is pleased confirm that these trends continued for the whole half year period and trading has remained strong. Given the Company has continued to trade ahead of budget, the Board expects that the Company will report half year results ahead of its expectations."

Rationale for recommendation

The Board believes that the Company is better positioned following the restructuring of the business in 2022 and its business model and strategy provides a strong platform for growth. However, the challenges encountered in 2022 have left the Company with a low market capitalisation, low cash resources and significant levels of debt, which are likely to impact Glantus' ability to take advantage of growth opportunities.

Against this backdrop in considering the terms of the Acquisition, the Directors have taken into account a number of specific factors including:

·          the Acquisition represents an attractive premium payable in cash for Glantus shareholders of approximately:

·          197% to Glantus' Closing Price of £0.1125 on 4 July 2023 (being the last Business Day prior to the publication of Possible Offer Announcement on 5 July 2023);

·          289% to Glantus' volume weighted average share price of approximately £0.0859 over the one month period ending on 4 July 2023; 

·          303% to Glantus' volume weighted average share price of approximately £0.0830 over the three month period ending on 4 July 2023;

·          315% to Glantus' volume weighted average share price of approximately £0.0806 over the six month period ending on 4 July 2023; and

·          67% to Glantus' Closing Price of £0.2000 on 11 August 2023 (being the last practicable date prior to the publication of this Announcement);

·          the Company has significant levels of debt in a higher interest rate environment than at the time of the IPO and low levels of cash resources available to it;

·          the Company's low current market capitalisation and share price means the Company is currently unable to take advantage of the benefits of a public listing and is not able to pursue its acquisition strategy which was stated at the time of the IPO;

·          the costs of maintaining a public listing are material to the Company, especially given the low levels of cash resources currently available to it; and

·          the Acquisition allows Glantus shareholders to realise their full investment in the Company for cash in the near term at an attractive valuation.

4.         Recommendation of Glantus Board

Having considered the relevant factors and applicable risks, the Glantus Board, which has been so advised by Shore Capital, as financial adviser and Rule 3 adviser to Glantus, as to the financial terms of the Acquisition, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Glantus Board, Shore Capital has taken into account the commercial assessments of the Glantus Board. Accordingly, the Glantus Board unanimously recommends that Glantus Shareholders vote in favour of the Acquisition and all of the Resolutions, as the Glantus Board have irrevocably committed to do in respect of their own beneficial holdings of, in aggregate, 18,602,137 Glantus Shares, which represent approximately 36.38% of the total issued share capital of Glantus as of 11 August 2023 (being the last practicable date prior to the publication of this Announcement).

5.         Basware Background to and Rationale for the Acquisition

Glantus was established in 2014 and over the past number of years has expanded through organic growth and acquisitions to emerge as a true success story in the realm of accounts payable automation and analytics solutions and has offices in the United States, United Kingdom, Poland and Costa Rica. Glantus today operates in 50+ countries with customers globally.

Basware believes there is a compelling strategic and financial rationale for undertaking the Acquisition which is expected to deliver the following benefits:

·          by integrating Glantus' solutions, Basware would be able to expand its suite of solutions for expense management, sourcing, eProcurement, accounts receivable and payable and more, delivering additional value to customers;

·          there would be a significant opportunity to generate potential revenue by cross-selling products into complementary and shared customers along with the supplier network; and

·          increased scale to invest additional funds into R&D and improve margins over time.

In addition to the above, following the Acquisition, Basware believes that Glantus will benefit from Basware's skillsets, capabilities, experience and network globally. Accordingly, Basware and Bidco believe that the Acquisition is therefore in the best interests of Glantus' management, employees and the many stakeholders in the business. It also provides Glantus Shareholders an opportunity to realise their investment at an attractive premium in cash.

6.         Irrevocable Commitments

Bidco has received irrevocable undertakings from all of the directors of Glantus to vote in favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions to be proposed at the Extraordinary General Meeting in respect of 18,602,137 Glantus Shares, representing approximately 36.38% of the issued share capital of Glantus as of 11 August 2023 (being the last practicable date prior to the publication of this Announcement).

In addition, Bidco has received irrevocable undertakings from Andrew Frazer, Martin Bolland, Ian Smith, Judith Nelson, Michael Maye, Joe Keating, Gráinne McKeown, and Karl Andersson, to vote in favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions to be proposed at the Extraordinary General Meeting in respect of 18,386,161 Glantus Shares representing approximately 35.96% of the issued share capital of Glantus as of 11 August 2023 (being the last practicable date prior to the publication of this Announcement).

Therefore, in aggregate, Bidco has received irrevocable undertakings that represent approximately 72.34% of the issued share capital of Glantus on 11 August 2023 (being the latest practicable date prior to the publication of this Announcement).

The irrevocable undertakings will cease to have effect on the date on which the Scheme becomes Effective or prior to that date if the Transaction Agreement is terminated in accordance with its terms.

7.         Information on Bidco and Basware

Bidco and Basware

Bidco is a private limited liability company incorporated in Ireland for the purposes of the Acquisition. As at the Effective Date, it is intended that Bidco will be owned indirectly (through one or more holding companies) by Basware.

Bidco has not traded since incorporation, nor has it entered into any obligations, other than in connection with the offer and financing of the Acquisition. The current directors of Bidco are Jason Kurtz, Martti Nurminen and Gordon MacNeill.

Basware provides solutions that help finance leaders in global enterprises automate complex, labor-intensive invoice processes. Its AP automation and invoicing platforms help customers achieve efficiency while reducing errors and risks. Some of the world's most efficient AP departments at world-class brands rely on Basware to handle over 170 million invoices per year, often processing 89% of invoices totally touchless.

8.         Information on Glantus Holdings plc

Glantus is a public company registered in Ireland whose shares are admitted to trading on AIM. It specializes in providing data analysis and automation solutions to businesses with operations in multiple jurisdictions including Ireland, the UK and the US and customers worldwide.

9.         Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a High Court sanctioned scheme of arrangement in accordance with Chapter 1 of Part 9 of the Act. Under the Scheme, all Glantus Shares held by Glantus Shareholders will be transferred to Bidco in accordance with the Scheme and Bidco will pay the Consideration to the relevant Glantus Scheme Shareholders.

As a result of these arrangements, Glantus will become a wholly-owned subsidiary of Bidco.

To become Effective, the Scheme requires, amongst other things, (i) a quorum of at least two (2) persons holding, or representing by proxy, at least one-third in nominal value of the Glantus Shares in issue being satisfied at the Scheme Meeting; (ii) the approval of the Scheme Meeting Resolution by Glantus Shareholders at the Scheme Meeting (or any adjournment of such meeting) who represent at least three-fourths (75%) in value of the Glantus Shares held by such Glantus Shareholders at the Voting Record Time who are present and voting either in person or by proxy or in any other manner permitted by the High Court or by law at the Scheme Meeting; and (iii) the approval by Glantus Shareholders of resolutions relating to the implementation of the Scheme at the Extraordinary General Meeting to be held directly after the Scheme Meeting.

Application to the High Court to sanction the Scheme

Once the approvals of the Glantus Shareholders have been obtained at the Scheme Meeting and the Extraordinary General Meeting, and the other Conditions have been satisfied or (where applicable) waived, an application will be made to the High Court to sanction the Scheme under the Act.

Subject to the sanction of the High Court, the Scheme will become Effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Glantus Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or Extraordinary General Meeting, or whether they voted in favour of or against the Scheme.

Any Glantus Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. One of the EGM Resolutions to be proposed at the EGM will, amongst other matters, provide that the Company's articles of association be amended to incorporate provisions requiring any Glantus Shares issued after the Scheme Record Time (other than to Bidco or its affiliates), for example, due to the crystallisation of Glantus Options, to either be subject to the terms of the Scheme or acquired by Bidco and/or its affiliates on the same terms as the Acquisition (other than terms as to timings and certain formalities). The inclusion of these provisions in the Company's articles of association will prevent any person (other than Bidco or its affiliates) holding Glantus Shares immediately after the Effective Time.

Full details of the Scheme to be set out in the Scheme Document

The Scheme will be governed by the laws of Ireland. The Scheme will be subject to the applicable requirements of the Irish Takeover Rules and, where relevant, the applicable rules and regulations of the Act.

The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. Further details of the Scheme, including the notices of the Scheme Meeting and separate Extraordinary General Meeting required to approve the Resolutions, expected timetable and the action to be taken by Glantus Shareholders, will be set out in the Scheme Document.

Conditions to the Acquisition

The Acquisition shall be subject to the Conditions and further terms set out in full in Appendix I to this Announcement and to be set out in the Scheme Document.

Scheme timetable and further information

The Scheme Document, which will contain, amongst other things, further information about the Acquisition, notices convening the Scheme Meeting and the Extraordinary General Meeting, the expected timetable for completion and action to be taken by Glantus Shareholders, will be published as soon as practicable.

Section 3(7) of Appendix 4 of the Irish Takeover Rules requires that Glantus must send the Scheme Document to Glantus Shareholders within 28 days of the announcement of a firm intention to make an offer, being this Announcement.

It is anticipated that the Scheme will, subject to obtaining any necessary regulatory approvals, be declared effective in the fourth quarter of 2023.

10.       Effect of the Scheme on Glantus Share Plan

In accordance with Rule 15 of the Irish Takeover Rules, Bidco will make appropriate proposals to participants in the Glantus Share Plan in relation to the Glantus Options. Participants will be contacted separately, at or as soon as possible after the time of publication of the Scheme Document, regarding the effect of the Acquisition on the Glantus Options under the Glantus Share Plan and the relevant details will be summarised in the Scheme Document.

The Scheme will extend to any Glantus Shares which are unconditionally allotted or issued at or before the Scheme Record Time, including those allotted or issued to satisfy the exercise of options or vesting of awards under the Glantus Options.

11.       Financing of the Acquisition

The consideration payable to Glantus Scheme Shareholders pursuant to the terms of the Acquisition is to be funded from a combination of a facility provided to Bidco by Basware's existing lender, Golub Capital LLC, together with Basware's own cash resources and equity investments, further details of which will be set out in the Scheme Document.

In accordance with Rule 2.7(d) of the Irish Takeover Rules, Rothschild & Co, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Glantus Scheme Shareholders under the terms of the Scheme.

12.       Basware's intention for the Glantus business, management, employees, operations and governance

Bidco's strategic plans for Glantus

Following completion of the Acquisition, Bidco intends to support the Company's management team in accelerating investment in organic growth opportunities. As a private company, the Glantus management team will be allowed to fully focus on executing on their long-term strategic vision with the operational and financial backing of Basware, whilst maintaining the culture and values of the business which have been integral to the Company's success to date.

Intentions for existing employment rights and pensions

Bidco attributes significant value to Glantus' existing management and employees, believes the Acquisition is in their best interests, and is focused on ensuring that roles and responsibilities across the employee base remain materially consistent while the Glantus and Basware organizations are integrated to best serve the combined group's customer base.

Following completion of the Acquisition, Basware intends to work with the Glantus management team to review its business and operations and implement operational best practices to accelerate growth and performance, enhance profitability and create greater employment opportunities over the long term. As at the date of this Announcement, the results of this review are uncertain, and no firm decisions have been made by Basware in relation to specific actions which may be taken. However, Basware would expect the existing personnel of Glantus to continue to contribute to the business following completion of the Acquisition, and does not intend to initiate any material headcount changes within the current Glantus organisation as a result of the Acquisition.

Bidco confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions, of all Glantus management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any material change to the conditions of employment of the current employees of Glantus.

Intentions for Headquarters, Locations and Fixed Assets

Basware does not envisage a redeployment of Glantus' fixed asset base following completion of the Acquisition. It may, however, identify areas of the business where investment can be increased. However, based on diligence performed to date, Basware does not expect the Acquisition to have a material impact on the operations, places of business or headquarters of the Company, nor its research and development functions.

Management incentive arrangements

Bidco has not entered into and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Glantus' management. It is the intention to consider and discuss a performance-related incentive scheme for certain members of the Glantus management team following the Effective Date.

Non-executive directors

The non-executive directors on the board of Glantus will resign from Glantus on the Effective Date. 

13.       Delisting and Cancellation of Trading of Glantus Shares

An application will be made to the London Stock Exchange prior to the Effective Date to cancel the admission of the Glantus Shares to trading on AIM, with effect from shortly after the Effective Date, subject to and following the Scheme becoming Effective.

It is intended that dealing in Glantus Shares on AIM will be suspended after the Court Order is issued.

As soon as is reasonably practicable following the Effective Date, it is intended that Glantus will be re-registered in Ireland as a private company limited by shares under the relevant provisions of the Companies Act.

14.       Acquisition related arrangements

Transaction Agreement

Basware, Bidco and Glantus have entered into a transaction agreement dated 14 August 2023 which contains certain assurances in relation to the implementation of the Scheme and other matters related to the Acquisition. A summary of the principal terms of the Transaction Agreement will be set out in the Scheme Document.

The Transaction Agreement provides that where the Glantus Board determines that a Glantus Superior Proposal has been received, Glantus will provide Bidco with an opportunity, for a period of six Business Days from the time of the receipt by Bidco of notice in writing from Glantus confirming that the Glantus Board has determined that a Glantus Superior Proposal has been received together with details of the material terms of such Glantus Superior Proposal, to increase or modify the Consideration such that the Glantus Superior Proposal would not constitute a Glantus Superior Proposal.

Expenses Reimbursement Agreement

Glantus entered into an expenses reimbursement agreement on 14 August 2023 with Basware and Bidco. Each of Shore Capital and the Glantus Directors have confirmed in writing to the Panel that, in the opinion of Shore Capital and the Glantus Directors (respectively), in the context of the note to Rule 21.2 of the Irish Takeover Rules and the Acquisition, the Expenses Reimbursement Agreement is in the best interests of the Glantus Shareholders. The Panel has consented to Glantus entering into the Expenses Reimbursement Agreement.

Under the terms of the Expenses Reimbursement Agreement, Glantus has agreed to pay to Bidco in certain circumstances set out below an amount equal to all documented, specific and quantifiable third party costs and expenses incurred by Bidco, or any member of the Basware Group, or on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including legal, financial, accounting, property and commercial due diligence, arranging financing and engaging advisers to assist in the process, provided that the gross amount payable by Glantus to Bidco shall not, in any event, exceed 1% of the total value of the issued and to be issued share capital of Glantus (including, for the avoidance of doubt, all of the Glantus Shares to be issued pursuant to the Glantus Share Plan) that is the subject of the Acquisition, and excluding any shares in Glantus which are beneficially owned by any member of the Basware Group, Bidco or any Concert Parties of the foregoing).

The amount payable by Glantus to Bidco under such provisions of the Expenses Reimbursement Agreement will exclude any amounts in respect of VAT incurred by Bidco or any member of the Basware Group attributable to such third party costs other than Irrecoverable VAT incurred by Bidco and/or such member of the Basware Group on such costs.

The circumstances in which such payment will be made are if:

(a)        the Transaction Agreement is terminated:

(i)         by Bidco for the reason that the Glantus Board or any committee thereof:

(A)       withdraws (or modifies in any manner adverse to Bidco), or fails to make when required pursuant to the Transaction Agreement or proposes publicly to withdraw (or modify in any manner adverse to Bidco), the Scheme Recommendation or, if applicable, the recommendation to the holders of Glantus Shares from the Glantus Board to accept the Takeover Offer (it being understood, for the avoidance of doubt, that the provision by Glantus to Bidco of notice or information in connection with a Glantus Alternative Proposal or Glantus Superior Proposal as required or expressly permitted by the Transaction Agreement shall not, in each case, in and of itself, constitute a circumstance referred to in this paragraph (A)); or

(B)       otherwise takes any action or discloses a position that is deemed to be a "Glantus Change of Recommendation" under clause 5.2(d)(ii) of the Transaction Agreement; or

(ii)        by Glantus, upon written notice at any time following delivery of a Final Recommendation Change Notice under and in accordance with the Transaction Agreement where the Acquisition subsequently lapses or is withdrawn; or

(b)        all of the following occur:

(i)         prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), a Glantus Alternative Proposal is formally publicly disclosed by Glantus or any person shall have formally publicly announced an intention (whether or not conditional) to make a Glantus Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or in the case of Takeover Offer, the Final Closing Date; and

(ii)        the Transaction Agreement is terminated by Bidco for the reason that Glantus shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the Transaction Agreement, which material breach or failure to perform:

(A)       would result in a failure of any of the Conditions; and

(B)       is not reasonably capable of being cured by the End Date or, if curable, Bidco shall have given Glantus written notice, delivered at least 30 days prior to such termination, stating Bidco's intention to terminate the Transaction Agreement pursuant to clause 10.1(e) of the Transaction Agreement and the basis for such termination and such breach, failure to perform or inaccuracy shall not have been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date; and

(iii)       a Glantus Alternative Proposal is consummated, or a definitive agreement providing for a Glantus Alternative Proposal is entered into (provided such Glantus Alternative Proposal is subsequently consummated pursuant to that definitive agreement) within 12 months after the date of the Rule 2.7 Announcement (in each case regardless of whether such Glantus Alternative Proposal is the same Glantus Alternative Proposal referred to in paragraph (b)(i)); or

(c)        all of the following occur:

(i)         prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), a Glantus Alternative Proposal is formally publicly disclosed by Glantus or any person shall have formally publicly announced an intention (whether or not conditional) to make a Glantus Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or, in the case of a Takeover Offer, the Final Closing Date; and

(ii)        the Transaction Agreement is terminated by either Glantus or Bidco for the reason that the Scheme Meeting or the EGM shall have been completed and the Scheme Meeting Resolution or the EGM Resolutions, as applicable, shall not have been approved by the requisite majority of votes (or, in the case of a Takeover Offer, the Final Closing Date having passed without the Takeover Offer becoming unconditional as to acceptances); and

(iii)       the Glantus Alternative Proposal referred to in paragraph (c)(i) above is consummated, or a definitive agreement providing for a Glantus Alternative Proposal is entered into (provided such Glantus Alternative Proposal is subsequently consummated pursuant to that definitive agreement), in each case with the person referred to in paragraph (c)(i) within 12 months after the date of the Rule 2.7 Announcement, or a Glantus Alternative Proposal is consummated, or a definitive agreement providing for a Glantus Alternative Proposal is entered into (provided such Glantus Alternative Proposal is subsequently consummated pursuant to that definitive agreement), with a person who is not connected in any way to the person referred to in paragraph (c)(i) above within 12 months after the date of the Rule 2.7 Announcement.

15.       Interests and Short Positions in Glantus

As at the close of business on 11 August 2023 (being the last practicable date prior to the release of this Announcement) none of Basware or Bidco nor, so far as Basware and Bidco are aware, any person Acting in Concert with Basware or Bidco:

(a)        had an interest in relevant securities of Glantus;

(b)        had any short position in relevant securities of Glantus;

(c)        had received an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Glantus, other than as described in this Announcement; or

(d)        had borrowed or lent any Glantus Shares.

Furthermore, no arrangement to which Rule 8.7 of the Irish Takeover Rules applies exists between Basware, Bidco or Glantus or a person Acting in Concert with Basware, Bidco or Glantus in relation to Glantus Shares. For these purposes, an "arrangement to which Rule 8.7 of the Irish Takeover Rules applies" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities.

In the interests of confidentiality, Basware and Bidco have each made only limited enquiries in respect of certain parties who may be deemed by the Irish Takeover Panel to be Acting in Concert with it for the purposes of the Acquisition. Further enquiries will be made to the extent necessary as soon as practicable following the date of this Announcement and any disclosure in respect of such parties will be included in the Scheme Document.

16.       Rule 2.12 Disclosure

In accordance with Rule 2.12 of the Irish Takeover Rules, Glantus confirms that as at the close of business on 11 August 2023 (being the last practicable date before this Announcement) it had 51,132,553 Glantus Shares in issue with voting rights, with no Glantus Shares held in treasury. The ISIN for the Glantus Shares is IE00BNG2V304.

At that date there were outstanding Glantus Options to subscribe for 2,065,976 Glantus Shares* which have been granted by Glantus.

* This figure is inclusive of 1,200,000 options which are expected to be granted following the release of this Announcement and prior to the Effective Date. This additional number of Glantus Shares (2,065,976) has been calculated using the treasury method on the basis of the maximum number of Glantus Shares that may be issued in respect of outstanding Glantus Options under the Glantus Share Plan less such number of Glantus Shares as is equal to the cash proceeds of the exercise price.

17.       Rule 2.7(b)(xv) Statement

Subject to the Transaction Agreement, if any dividend, distribution or other return of value is authorised, declared, made or paid in respect of the Glantus Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Consideration by the aggregate amount of such dividend, distribution or other return of value.

18.       Tax

Each holder of Glantus Shares is urged to consult his, her or its independent professional advisor regarding the tax consequences of the Acquisition.

19.       Documents

Copies of the following documents will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, promptly on Glantus' website at https://www.glantus.com/, and on Bidco's website at https://www.basware.com/, in any event by no later than 12:00 noon (GMT+1) on 15 August 2023:

(a)        a copy of this Announcement;

(b)        Expenses Reimbursement Agreement;

(c)        Transaction Agreement;

(d)        the irrevocable undertakings referred to in paragraph 6 above; and

(e)        the written consents of Rothschild & Co and Shore Capital referred to in paragraph 20 below.

Neither the content of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks on any such website are incorporated into or form part of this Announcement.

20.       General

The Acquisition and the Scheme will be made subject to the Conditions and the further terms to be set out in the Scheme Document. The Scheme Document will include full details of the Acquisition and will be accompanied by the appropriate notices of the Scheme Meeting and separate Extraordinary General Meeting required to approve the Resolutions and forms of proxy.

Rothschild & Co and Shore Capital have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Scheme Document, notices and forms of proxy will be despatched to Glantus Shareholders as soon as practicable and, in any event, (save with the consent of the Irish Takeover Panel) not later than 11 September 2023. The Scheme Document will include full details of the Acquisition, together with the expected timetable, and will specify the necessary action to be taken by Glantus Shareholders in order to vote in favour of the Scheme (at the Scheme Meeting) and the EGM Resolutions (at the Extraordinary General Meeting).

The Acquisition will be governed by the laws of Ireland and will be subject to the requirements of the Irish Takeover Rules and applicable Law. This Announcement is being made pursuant to Rule 2.7 of the Irish Takeover Rules.

Appendix I to this Announcement contains the Conditions and certain further terms of the Acquisition and the Scheme. Appendix II to this Announcement contains definitions of certain expressions used in this Announcement. Appendix III to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. Glantus Shareholders are advised to carefully read the formal documentation in relation to the Acquisition, including the Scheme Document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial advisor.

The person responsible for making this Announcement on behalf of Glantus is Maurice Healy, CEO.

Statements required by the Irish Takeover Rules

The Bidco Directors and the Basware Directors accept responsibility for the information contained in this Announcement other than that relating to Glantus, the Glantus Group and the Glantus Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco Directors (who, in each case, have taken all reasonable care to ensure that this is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Glantus Directors accept responsibility for the information contained in this Announcement relating to Glantus, the Glantus Group and the Glantus Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Glantus Directors (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Glantus and no one else in connection with the Acquisition and other the matters referred to in this Announcement and will not be responsible to anyone other than Glantus for providing the protections afforded to clients of Shore Capital, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter or arrangement referred to herein. Neither Shore Capital nor any of its subsidiaries or affiliates, directors, officers employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this Announcement, the Acquisition, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Shore Capital as to the contents of this Announcement.

N.M. Rothschild  & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Bidco and Basware 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 Bidco and Basware for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in connection with the Acquisition, the content of this Announcement or any matter or arrangement referred to herein. Neither Rothschild & Co nor any of its affiliates or partners, directors, officers employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, the Acquisition, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Arthur Cox LLP is acting as legal adviser to Basware and Bidco and DAC Beachcroft LLP is acting as legal adviser to Glantus.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to Bidco, Basware and Glantus. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. The expectations and beliefs of Bidco, Basware and Glantus regarding these matters may not materialise. Actual outcomes and results may differ materially from those contemplated by these forward looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of Glantus and Bidco to consummate the Acquisition in a timely manner or at all; the satisfaction (or waiver) of any conditions to the consummation of the Acquisition, including with respect to the approval of Glantus Shareholders and any required regulatory approvals; potential delays in consummating the Acquisition; the ability of Glantus and Bidco to timely and successfully achieve the anticipated strategic benefits or opportunities expected as a result of the Acquisition; the successful integration of Glantus into the Basware Group subsequent to Completion and the timing of such integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transaction Agreement; adverse effects on the market price of Glantus' securities and on the Glantus or the Basware Group's operating results because of a failure to complete the Acquisition; and the effect of the announcement or pendency of the Acquisition on the Glantus or Basware business relationships, operating results and business generally; and the costs related to the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Bidco, Basware or Glantus or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Bidco, the Basware Group nor Glantus undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

Under the provisions of Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' in 1% or more of any class of 'relevant securities' of the Company must make an 'opening position disclosure' following the commencement of the 'offer period'. An 'opening position disclosure' must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details of the person's 'interests' and 'short positions' in any 'relevant securities' of the Company. An 'opening position disclosure' by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (GMT+1) on the day falling ten 'business days' following the commencement of the 'offer period'. Relevant persons who deal in any 'relevant securities' prior to the deadline for making an 'opening position disclosure' must instead make a 'dealing' disclosure as described below.

Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, 'interested' in 1% or more of any class of 'relevant securities' of the Company, that person must publicly disclose all 'dealings' in any 'relevant securities' of the Company during the 'offer period', by not later than 3:30 p.m. (GMT+1) on the 'business day' following the date of the relevant transaction.

If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of the Company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

In addition, any offeror must make an 'opening position disclosure' by no later 12:00 noon (GMT+1) on the date falling ten 'business days' following the commencement of the 'offer period' or the announcement that first identifies a securities exchange offeror, as applicable, and disclose details of any 'dealings' by it or any person 'acting in concert' with it in 'relevant securities' during the 'offer period', by no later than 12:00 noon (GMT+1) on the business day following the date of the transaction (see Irish Takeover Rules 8.1, 8.2 and 8.4).

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No profit forecast, estimate or asset valuations

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco, Basware or Glantus respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Basware or Glantus respectively. No statement in this Announcement constitutes an asset valuation.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Glantus as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement.

Publication on website

Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on Basware's website (https://www.basware.com) and on Glantus' website (https://www.glantus.com) by no later than 12:00 noon (GMT+1) on the Business Day following this Announcement.

Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

Requesting hard copy information

Any Glantus Shareholder may request a copy of this Announcement in hard copy form by writing to Glantus (Attn: Paula Nolan, Company Secretary, Glantus Holdings plc, Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24, Ireland) or Bidco, (Attn: Genesis Bidco Limited, 10 Earlsfort Terrace, Dublin 2, D02 T380). Any written requests must include the identity of the Glantus Shareholder and any hard copy documents will be posted to the address of the Glantus Shareholder provided in the written request. If you have received this Announcement in electronic form, a hard copy of this Announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

The aggregate amount payable to each Glantus Shareholder in accordance with the Acquisition shall be rounded down to the nearest whole pence value.

General

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with the Laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the Laws of jurisdictions outside of Ireland. Unless otherwise determined by Basware and Bidco or required by the Irish Takeover Rules, and permitted by applicable Law and regulation, the Acquisition will not be made available directly or indirectly, in, into or from any Restricted Jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or facilities from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the Laws of that jurisdiction.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Bidco, Basware and Glantus disclaim any responsibility or liability for the violations of any such restrictions by any person.