There will be a further 70, unallocated D ordinary shares in the capital of Topco, representing 7 per cent. Stephen graduated from Cambridge University in and then trained with Touche Ross, qualifying in How to work with professional peers over vulnerability. The Offer will be conditional on Bidco being granted the Drag Authority in such manner by Shareholders who, in aggregate, hold Ordinary Shares representing at least 65 per cent. This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Financing The cash consideration payable under the Offer will be provided by Bidco indirectly from the subscription for equity under the Joint Bidding Deed and drawdown under the Senior Facilities Agreement, in each case as referred to in paragraph 9 of this Announcement.
The Ordinary Shares will be acquired under the Offer with full title guarantee fully paid and free from all liens, restrictions, charges, equitable interests, encumbrances, rights of pre-emption and any other third-party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Announcement or subsequently attaching to them, including, without limitation, voting rights and 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. How the regulator defines a vulnerable client. The Headline Value, comprising the amount to be paid for all issued and to be issued Ordinary Shares based on the aggregate consideration to be paid for each Ordinary Share as stated above and all Non-Voting A Shares and Non-Voting B Shares, represents a price to after tax profits multiple for year ended 30 April of approximately An international team of more than staff is responsible for managing a wide range of investment programs focusing on private markets, liquid alternatives and multi-asset class solutions. Any response to the proposed Offer should be made only on the basis of information contained in the Offer Document. The Independent Directors, who have been so advised by Evercore, consider the terms of the Offer and the Management Arrangements to be fair and reasonable.
Leon and Ventiga and no-one else in connection with the Acquisition and will not be responsible to anyone other than Bidco, J. 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.
Jeon and Ventiga have received irrevocable commitment letters executed by Beneficial Owners, including the two Independent Directors who beneficially own Ordinary Shares and their Interested Personsto instruct the Trustee to vote in favour of the Resolution relating to the Management Arrangements at the General Meeting in respect of a total ofOrdinary Shares which, in aggregate, represents approximately Leon Confidentiality Agreement will remain in force for two years following the return to Thesis, or the destruction, of any confidential information.
It is currently anticipated that Thesis Option Holders would exercise their Thesis Options conditional upon the Offer becoming, or being declared, unconditional in all respects. For these purposes ” arrangement ” includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of Ordinary Shares.
The Independent Directors, who have been so advised by Evercore, consider the terms of the Offer and the Management Arrangements to be fair and reasonable.
Offer by Regit Bidco Limited
Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. As at the close of business on the Latest Practicable Date, save in respect of the Thesis Options held by David Tyerman and Stephen Mugford as disclosed in paragraph 11 of this Announcement and the Irrevocable Commitment Letters as detailed in Appendix III to this Announcementneither Bidco nor any of its directors, nor, so far as Bidco is aware, any person acting in concert within the meaning of the Takeover Code with it has:.
Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Leon ” means J. Has RDR restricted access to financial advice? Such transaction documents gammkn, inter aliai a shareholders’ agreement and articles of association regarding the Topco shareholders’ governance, exit and other rights and obligations in respect of Topco and the rest of the Bidco Group and ii new service agreements for each member of the Management Team.
Save as set out under the heading ‘Bidco Confirmation L etter’ in paragraph 12 Offer Related Arrangements of this Announcement, Bidco shall be under no obligation to waive if capable of waiver or treat as fulfilled any of thesiw Conditions by a date earlier than the latest date specified below for the fulfilment of them 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 fulfillment.
LGT Capital Partner Ltd is a leading alternative investment specialist with over USD 55 billion in assets under management and more than institutional clients. Leon group is a diversified group, investing in property, equities and other UCITS compliant investments through an authorised unit trust.
How the regulator defines a vulnerable client
How the regulator defines a vulnerable client. Any exercise by Bidco of its rights referred to in this paragraph shall be subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer. Tomy Management Team comprising David Tyerman, Stephen Tojy and Sarah Noonesome of whom are also Thesis Option Holders, will be issued C ordinary shares, D ordinary shares and preference shares in Topco in consideration for the sale of their 45 per cent.
The Independent Directors believe that the financial terms of the Acquisition are attractive to Shareholders. CashCalc to integrate with Origo in June. The Articles contain ‘drag-along’ provisions in respect of the Non-Voting Shares which can be enforced by Bidco once Bidco has received acceptances of the Offer which will result in Bidco or its nominee owning all the Ordinary Shares.
An independent committee of the Thesis Directors has been established for the purposes of considering and, if thought appropriate, approving and recommending the terms of the Offer.
Under the Offer, the Independent Directors intend to recommend that Shareholders i appoint Bidco as an accepting Shareholder’s attorney to exercise the Drag Right, ii nominate Bidco to exercise certain elements of the Drag Right in the event that a Compelled Shareholder fails to accept the Offer tonyy iii assign the Drag Right to Bidco, in each case thesus accordance with terms of the formal Offer and the Articles the ” Drag Authority “.
Specifically, in deciding whether to recommend the Acquisition, the Independent Directors have taken into account the following considerations. Words importing the singular shall tpny the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
Bidco was incorporated on 30 March under the laws of Jersey with registered numberformed at the direction of J.
How to assess suitability and risk for vulnerable clients –
All of the Ordinary Shares are registered in the name of the Trustee and are held on bare trust for the benefit of the Beneficial Owners.
Ventiga’s core strategy is to actively look for companies with rapid expansion potential in growing industries and targets businesses with leadership positions and attractive margins.
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 w ebsite at www.
Subject to the outcome of the strategic review referred to above, Bidco confirms that its current plans for Thesis do not involve i any changes to the management or employees of Thesis, ii any changes to the principal locations of the Thesis Group’s business or iii any redeployment of the Thesis Group’s fixed assets.
Please note that addresses, electronic addresses and certain other information provided by Shareholders and other relevant persons for the receipt of communications from Thesis may be provided to an offeror as required under the Takeover Code. Ventiga and Thesis entered into a confidentiality agreement on 23 December the ” Ventiga Confidentiality Agreement ” pursuant to which Ventiga has agreed to keep confidential information relating to the Thesis Group and to not disclose it to third parties other than permitted disclosees other than with the prior written consent of one of the Independent Directors, as required by the Panel or as permitted or required by any provision of the Takeover Code.
In providing advice to the Independent Directors in relation to the Offer and the Management Arrangements, Evercore has taken into account the commercial assessments of the Independent Directors. Financing The cash consideration payable under the Offer will be provided by Bidco indirectly from the subscription for equity under the Joint Bidding Deed and drawdown under the Senior Facilities Agreement, in each case as referred to in paragraph 9 of this Announcement.