TIDMIDEA
RNS Number : 3904R
Hg Pooled Management Limited
05 July 2022
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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
5 July 2022
Disclosure under Rule 26 in respect of
RECOMMED CASH OFFER
of
Ideagen plc ("Ideagen")
by
Rainforest Bidco Limited ("Bidco")
a company indirectly controlled by funds managed by Hg Pooled
Management Limited ("Hg"), to be implemented by means of a Scheme
of Arrangement under Part 26 of the Companies Act 2006
Further to the announcement relating to the recommended cash
acquisition pursuant to which Bidco shall acquire the entire issued
and to be issued ordinary share capital of Ideagen (the "
Acquisition "), in accordance with Rule 26 of the City Code on
Takeovers and Mergers (the " Code "), Bidco is today announcing
that the website of Ideagen has been updated to include finance
documents, including (i) a senior facilities agreement pursuant to
which GC Finance Operations Multicurrency Trust, Golub Capital 3
Holdings LLC, Golub Capital 4 Holdings LLC, GDLC Holdings LLC,
Golub Capital Direct Lending Unlevered Corporation, GCIC Holdings
LLC, MMC2 (EUR Levered) Investments I S.à r.l, MMC2 (EUR Unlevered)
Investments I S.à r.l., EBP Credit Investments I S.à r.l., BDL3
Unlevered Investments I S.à r.l., BDL3 Levered Investments I S.à
r.l., and BCPP Investments I S.à r.l undertake to make the senior
facilities available to Bidco at its request, (ii) an intercreditor
agreement, and (iii) an agency and security agency fee letter, each
dated 4 July 2022 (the "Finance Documents").
Under the terms of the Finance Documents, the lenders have
agreed to make available to Bidco: (i) a senior secured term loan
facility in an aggregate principal amount equal to GBP280,000,000
(the "Term Loan Facility"), (ii) a senior secured capex and
acquisition facility in an aggregate principal amount equal to
GBP80,000,000 (the "Capex/Acquisition Facility") and (iii) a
revolving credit facility in a principal amount of up to
GBP37,000,000 (the "Revolving Credit Facility", together with the
Term Loan Facility and the Capex/Acquisition Facility, the
"Facilities").
The final repayment date of the Term Facilities is the date
which falls 7 years after 4 July 2022 (the "Signing Date"). The
final repayment date of the Capex/Acquisition Facility is the date
which falls 7 years after the Signing Date. The final repayment
date of the Revolving Credit Facility is the date which falls 6.5
years after the Signing Date, but this is a 'revolving' facility
and can be repaid and re-borrowed at any time within that
period.
The rate of interest payable on each loan drawn under the
Interim Facilities is the aggregate of the applicable margin plus
SONIA (for GBP) or the relevant compounded reference rate (for
other currencies) (as applicable).
Underwriting fees and upfront fees, among other fees, are also
payable under the terms of the Finance Documents and ancillary
documentation.
The secured parties receive the benefit of a English law fixed
and floating charge debentures.
The Finance Documents contain customary representations and
warranties, affirmative and negative covenants (including covenants
in respect of financial indebtedness, disposals, security,
dividends and share redemption, acquisitions and mergers and
conduct of the takeover offer and/or scheme of arrangement),
indemnities and events of default, each with appropriate carve-outs
and materiality thresholds and applicable to Bidco.
A copy of the Finance Documents are now available on Ideagen's
website at
https://investors.ideagen.com/offer-for-ideagen-plc/.
Capitalised terms used in this announcement shall have the
meaning given to them in the firm offer announcement published on 9
May 2022.
Enquiries:
Bidco
Hg
Tom Eckersley, Head of Marketing and Communications +44 (0) 20 8148 5401
Lazard (Financial Adviser to Bidco and
Hg)
Cyrus Kapadia
Keiran Wilson +44 (0) 207 187 2000
Houlihan Lokey (Financial Adviser to Bidco
and Hg)
Simon Gluckstein
Tara Carter
Tim Richardson +44 (0) 207 839 3355
Brunswick (PR Adviser to Bidco)
Azadeh Varzi +44 (0) 207 404 5959
hg@brunswickgroup.com
Ideagen plc
Ben Dorks, Chief Executive Officer +44 (0) 1629 699
Emma Hayes, Chief Financial Officer 100
Goldman Sachs International (Lead Financial
Adviser to Ideagen)
Chris Emmerson
Khamran Ali
Tanguy Croguennoc +44 (0) 20 7774 1000
Canaccord Genuity Limited (Rule 3 Adviser
and Nominated Adviser to Ideagen)
Simon Bridges
Georgina McCooke
Ankush Khazanchi +44 (0) 20 7523 8000
FTI Consulting (PR Adviser to Ideagen)
Jamie Ricketts + 44 (0) 20 3727
Dwight Burden 1000
Valerija Cymbal ideagen@fticonsulting.com
Important Notices
Lazard, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively as financial
adviser to Hg and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Hg and
Bidco for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the Acquisition or any
other matters referred to in this document. Neither Lazard nor any
of its 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 Lazard in connection with the Acquisition, this
document, any statement contained herein or otherwise.
Houlihan Lokey, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively as financial
adviser to Hg and Bidco and no one else in connection with the
Acquisition and shall not be responsible to anyone other than Hg
and Bidco for providing the protections afforded to clients of
Houlihan Lokey nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Houlihan
Lokey nor any of its 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.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Ideagen and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Ideagen for providing the protections afforded to
clients of Goldman Sachs International nor for providing advice in
connection with the Acquisition or any other matter referred to
herein.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Ideagen and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Ideagen for providing the protections offered
to clients of Canaccord Genuity or for providing advice in relation
to the Acquisition or any matters referred to herein.
This announcement is for information purposes only and does not
constitute, or form any part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy
any securities in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (together with the Forms of Proxy) (or, if the Acquisition
is implemented by way of Takeover Offer, the Takeover Offer
document), which shall contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English and Welsh law and the Code 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 England and Wales.
Ideagen shall prepare the Scheme Document to be distributed to
Ideagen Shareholders. Ideagen and Bidco urge Ideagen Shareholders
to read the Scheme Document when it becomes available because it
shall contain important information relating to the
Acquisition.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
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.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Ideagen Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements
of the Code, the AIM Rules, the Panel, the London Stock Exchange
and the Financial Conduct Authority.
Additional information for US investors
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Securities Exchange Act
of 1934 ("Exchange Act").
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer shall be made in
compliance with all applicable United States laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange
Act and any applicable exemptions thereunder. Such a takeover would
be made in the United States by Bidco and no one else.
In accordance with normal United Kingdom practice, 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 Ideagen outside of the US, 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 consideration by a US holder for the transfer of
its Ideagen Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Ideagen Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Ideagen included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Bidco is organised under the laws of England and Wales and
Ideagen is organised under the laws of England and Wales. Some or
all of the officers and directors of Bidco and Ideagen,
respectively, are residents of countries other than the United
States. In addition, some of the assets of Bidco and Ideagen are
located outside the United States. As a result, it may be difficult
for US shareholders of Ideagen to effect service of process within
the United States upon Bidco or Ideagen or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United Kingdom.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Ideagen, Bidco or
any member of the Bidco Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Bidco, Hg, any member of the Bidco Group or
the Enlarged Group shall operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.
The forward-looking statements contained in this announcement
relate to Bidco, any member of the Bidco Group or the Enlarged
Group's future prospects, developments and business strategies, the
expected timing and scope of the Acquisition and other statements
other than historical facts. In some cases, these forward looking
statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "will
look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's, any member of the Bidco Group or
Ideagen 's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Bidco's, any member of the Bidco
Group or Ideagen 's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances includes changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak . If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Ideagen or any of Bidco or any member of the Bidco Group
, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Bidco Group or Ideagen
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Ideagen, the Bidco Group and Bidco expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
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 or Ideagen, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Bidco
or Ideagen, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th 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 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 shall 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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Ideagen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ideagen may be provided to Bidco during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Ideagen's website at www.ideagen.com by no later
than 12 noon (London time) on the business day following the date
of this announcement. For the avoidance of doubt, the contents of
this website are not incorporated into and do not form part of this
announcement .
Ideagen Shareholders may request a hard copy of this
announcement by contacting SLC Registrars Limited, 42-50 Hersham
Road, Walton-on-Thames, Surrey KT12 1RZ on +44(0) 20 3890 2122. You
may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
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.
General
If the Acquisition is effected by way of a Takeover Offer, and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act so as to acquire compulsorily the remaining
Ideagen Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase Ideagen Shares
otherwise than under any Takeover Offer or the Scheme, including
pursuant to privately negotiated purchases.
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 stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
OUPFLFLLDIIEIIF
(END) Dow Jones Newswires
July 05, 2022 07:14 ET (11:14 GMT)
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