RNS Number : 6416A
Alpha Fin Markets Consulting plc
15 August 2024
 

RNS: Results of Sanction Hearing

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 AUGUST 2024

RECOMMENDED FINAL[1] CASH ACQUISITION

of

ALPHA FINANCIAL MARKETS CONSULTING PLC

by

ACTIUM BIDCO (UK) LIMITED

 

an indirect subsidiary of certain funds managed by Bridgepoint Advisers Limited

 

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

 

Court sanction of the Scheme

On 20 June 2024, the boards of directors of Alpha Financial Markets Consulting plc ("Alpha FMC") and Actium Bidco (UK) Limited ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco, an indirect subsidiary of certain funds managed by Bridgepoint Advisers Limited, of the entire issued and to be issued ordinary share capital of Alpha FMC (the "Acquisition"). The Acquisition is intended to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A circular in relation to the Acquisition was published by Alpha FMC on 16 July 2024 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.

Alpha FMC and Bidco are pleased to announce that the High Court in England and Wales has today issued the Court Order sanctioning the Scheme.

The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies for registration, which is expected to occur on 19 August 2024.

Next Steps

Alpha FMC confirms that the Scheme Record Time will be 6.00 p.m. on 16 August 2024.

A request has been made for the suspension of dealings in Alpha FMC Shares on AIM with effect from 7:30 a.m. on 19 August 2024. The last day of dealing in Alpha FMC Shares will therefore be 16 August 2024 and, once suspended, it is not expected that trading in Alpha FMC Shares will recommence.

It is expected that, subject to the Scheme becoming Effective on 19 August 2024, the cancellation of the admission to trading of Alpha FMC Shares on AIM will become effective from 7.00 a.m. on 20 August 2024.

A further announcement will be made when the Scheme has become Effective.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Alpha FMC Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc and Alpha FMC's website at www.alphafmc.com/investors.

Alpha FMC

Luc Baqué (Chief Executive Officer)

John Paton (Chief Financial Officer)

Georgina Sharley (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

a prospectus exempted

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 are contained in the Scheme Document.

The Acquisition relates to 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.

www.thetakeoverpanel

ertain restrictions relating to persons resident inRestricted Jurisdictions, on Bidco'swebsite 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

Alpha FMCduring 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, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, with an address to which the hard copy may be sent. Alpha FMC

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][1] 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.



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