TIDMGLAN
RNS Number : 5471Q
Glantus Holdings PLC
18 October 2023
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
FOR IMMEDIATE RELEASE
18 October 2023
RECOMMED CASH ACQUISITION
OF
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
Effectiveness of Scheme of Arrangement and completion of
Acquisition
On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board
of directors of Glantus Holdings plc ("Glantus" or the "Company")
announced that they had reached agreement on the terms of a
recommended all cash offer by Bidco, which has been unanimously
recommended by the Glantus Board and pursuant to which 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 (the "Acquisition"). The Acquisition is to
be effected by means of a High Court of Ireland (the "High Court")
sanctioned scheme of arrangement under Chapter 1 of Part 9 of the
Companies Act 2014 (the "Act") (the "Scheme").
The terms and conditions of the Acquisition were set out in the
announcement on 14 August 2023 and in the circular in relation to
the Scheme published on 21 August 2023 (the "Scheme Document").
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Effectiveness of the Scheme
The Boards of Bidco and Glantus are pleased to announce that,
following the delivery of a copy of the Court Order to the
Registrar of Companies, the Scheme became Effective, today 18
October 2023.
Distribution of cheques and crediting of the Euroclear Bank cash
account (who will reconcile funds and credit the proceeds to its
participants) for the cash consideration paid by Bidco to Scheme
Shareholders under the terms of the Scheme is expected to commence
as soon as practicable following the Effective Date, with the
Euroclear Bank cash account expected to be credited on or before 1
November 2023 and the distribution of cheques expected to be
complete by 1 November 2023. In accordance with the requirements of
the Irish Takeover Rules, all consideration paid by Bidco to Scheme
Shareholders under the terms of the Scheme will be distributed by
no later than 1 November 2023.
The cancellation of admission to trading of Glantus Shares on
AIM is expected to occur with effect from 7:00 a.m. on 19 October
2023 (being the first business day following the Effective
Date).
Following the Scheme becoming effective, Glantus confirms, with
effect from the Effective Time, the resignation of Tom Price,
Thomas Brooke, Barry Townsley, Maurice Healy and Geoff Keating as
directors of the Company and the appointment of Jason Kurtz and
Martti Nurminen as directors of the Company in their place.
General
All references in this announcement to times are to London time
unless otherwise stated. The expected timetable of principal events
for the implementation of the Scheme remains as set out in the
Scheme Document. The dates and times given are indicative only and
are based on Glantus' current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the expected times and/or dates change, the
revised times and/or dates will be notified to Glantus Shareholders
by announcement through a Regulatory Information Service.
Enquiries
Glantus Holdings
Maurice Healy, CEO + 353 862677800
Shore Capital (Financial Adviser, Nominated
Adviser and Broker to Glantus) + 44 207 408 4090
Patrick Castle
Tom Knibbs
Lucy Bowden
Yellow Jersey PR (Public Relations Advisor
to Glantus) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Basware + 358 09 879171
Jason Kurtz, CEO
Martti Nurminen, CFO
Rothschild & Co (Financial Advisor to Basware
and Bidco) +44 20 7280 5000
Anton Black
Mitul Manji
Tom Guinness
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 and the Basware
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 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.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco and Basware as financial adviser
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, or 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.
Arthur Cox LLP is acting as legal adviser to Bidco and Basware
and DAC Beachcroft LLP is acting as legal adviser to Glantus.
No Offer or Solicitation
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.
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 3:30pm. (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 3:30pm.
(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.
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.
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.
Overseas Shareholders
The distribution, release or publication of this announcement in
or into certain jurisdictions other than Ireland or the United
Kingdom may be restricted by the laws of those jurisdictions and
therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form
part of, any offer to sell or issue or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
Irish law 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 and regulations of any jurisdiction outside of
Ireland.
The attention of Glantus Shareholders who are resident in, or
citizens of, or who have a contractual or legal obligation to
forward this announcement to persons in, Restricted Jurisdictions
is drawn to paragraph 13 in Part III (Explanatory Statement (In
Compliance with Section 452 of the Act)) of the Scheme Document
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END
ACQKVLBFXBLEFBZ
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