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

18 June 2024

RECOMMENDED CASH ACQUISITION

OF

GRESHAM TECHNOLOGIES PLC

BY

ALLIANCE BIDCO LTD

(a company owned indirectly by funds managed or advised by STG Partners, LLC ("STG"))

to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Update on satisfaction of the Conditions

On 9 April 2024, the boards of Alliance Bidco Ltd ("Bidco") and Gresham Technologies plc ("Gresham") announced that they had reached agreement on the terms of a recommended cash offer by Bidco to acquire the entire issued and to be issued share capital of Gresham (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Gresham published a shareholder circular relating to the Scheme on 18 April 2024 (the "Scheme Document"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise.

On 16 May 2024, Gresham announced that, at both the Court Meeting and General Meeting held on that date in connection with the Acquisition, the requisite majorities voted in favour of all resolutions necessary to approve and give effect to the Scheme.

Gresham and Bidco are pleased to provide an update on progress with regards obtaining the required regulatory approvals for the Scheme; confirming that conditions 3(a), 3(b) and 3(c), as set out in Part Three of the Scheme Document, have been satisfied.  

The Acquisition remains subject to certain other conditions, including regulatory approval from Luxembourg (condition 3(d) of Part Three of the Scheme Document), the Court sanctioning the Scheme at the Scheme Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part Three of the Scheme Document.

Enquiries

Paul Hastings (Europe) LLP is acting as legal adviser to STG and Bidco.

Taylor Wessing LLP is acting as legal adviser to Gresham.

Notices relating to financial advisers

Houlihan Lokey Advisory Limited ("Houlihan Lokey"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Gresham and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Gresham for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to matters referred to in this Announcement. Neither Houlihan Lokey 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 Houlihan Lokey in connection with this Announcement, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Gresham and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Gresham for providing the protections afforded to clients of Singer Capital Markets or for providing advice in relation to the subject matter of this Announcement or any other matter referred to in this Announcement.

William Blair International, Limited ("William Blair"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for STG and Bidco and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than STG and Bidco for providing the protections afforded to the clients of William Blair, or for providing advice in connection with the subject matter of this Announcement. Neither William Blair 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 William Blair in connection with the subject matter of this Announcement, any statement contained herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover 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. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 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. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover 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.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the investor section of the Company's website at https://www.greshamtech.com/invest-in-us by no later than 12 noon (London time) on the business day immediately following the date of this announcement.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Note to editors

Gresham Technologies is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com.