TIDMIDEA
RNS Number : 4039R
Ideagen PLC
05 July 2022
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 OR VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 July 2022
RECOMMED CASH ACQUISITION
OF
ideagen plc ("ideagen")
BY
Rainforest bidco limited ("BIDco")
a wholly-owned subsidiary of funds managed by
HG POOLED MANAGEMENT LIMITED ("Hg")
Court Approval of Scheme
On 9 May 2022, the boards of Bidco and Ideagen announced that
they had reached agreement on the terms of a recommended cash offer
pursuant to which Bidco, a newly-incorporated wholly-owned
subsidiary of funds managed by Hg, a leading software and services
investor, will acquire the entire issued and to be issued ordinary
share capital of Ideagen (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")
which was contained in a document sent to the ordinary shareholders
of Ideagen on 28 May 2022.
On 23 June 2022, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the special resolution to
implement the Scheme was passed by the Ideagen shareholders at the
General Meeting.
Further to the announcement made on 23 June 2022 in relation to
the results of the Court Meeting and the General Meeting, Ideagen
and Bidco are pleased to announce that the Court has today issued
the Court Order sanctioning the Scheme under section 899 of the
Companies Act.
The Scheme remains conditional on the delivery of a copy of the
Court Order to the Registrar of Companies, which is expected to
occur on 7 July 2022 and a further announcement will be made at
that time. Ideagen confirms that the Scheme Record Time will be 6
July 2022 at 6.00 p.m. (London time) (the "Scheme Record Time").
Scheme Shareholders whose names appear on Ideagen's register of
members at the Scheme Record Time will, upon the Scheme becoming
effective, be entitled to receive 350 pence in cash for each
Ideagen share.
The last day and time for dealings in, and for registrations of
transfers of, and disablement in CREST of, Ideagen Shares is
tomorrow, being 6 July 2022 at 6.00 p.m. The admission to trading
of Ideagen Shares on the London Stock Exchange's AIM Market ("AIM")
will be suspended with effect from 7.30 a.m. (London time) on 7
July 2022. Once suspended, it is not expected that trading in
Ideagen shares will recommence.
It is expected that, subject to the Scheme becoming Effective,
the cancellation of trading of the Ideagen Shares on AIM will take
place at 7.00 a.m. on 8 July 2022.
By 7.00 a.m. on the business day following the Effective Date,
share certificates in respect of Ideagen Shares will cease to be
valid and entitlements to Ideagen Shares held within the CREST
system will be cancelled.
Capitalised terms used but not defined in this Announcement have
the meanings given to them in the scheme document published on 28
May 2022 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of Ideagen (the "Scheme Document").
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to Ideagen Shareholders
by announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on Ideagen's
website at https://investors.ideagen.com/announcements/.
Enquiries:
Ideagen
Ben Dorks, Chief Executive Officer +44 (0) 1629 699 100
Emma Hayes, Chief Financial Officer
Goldman Sachs International (Lead Financial Adviser to
Ideagen)
Chris Emmerson +44 (0) 20 7774 1000
Khamran Ali
Tanguy Croguennoc
Canaccord Genuity Limited (Rule 3 Adviser and Nominated
Adviser to Ideagen)
Simon Bridges
+44 (0) 20 7523 8000
Georgina McCooke
FTI Consulting (PR adviser to Ideagen)
Jamie Ricketts +44 (0) 20 3727 1000
Dwight Burden ideagen@fticonsulting.com
Valerija Cymbal
Bidco
Hg
Tom Eckersley, Head of Marketing and Communications +44 (0) 20
8148 5401
Lazard (Financial Adviser to Bidco and Hg)
Cyrus Kapadia +44 (0) 20 7187 2000
Keiran Wilson
Houlihan Lokey (Financial Adviser to Bidco and Hg)
Simon Gluckstein +44 (0) 20 7839 3355
Tara Carter
Tim Richardson
Brunswick (PR Adviser to Bidco)
Azadeh Varzi +44 (0) 20 7404 5959
hg@brunswickgroup.com
Travers Smith LLP are retained as legal adviser to Ideagen and
Linklaters LLP are retained as legal adviser to Bidco and Hg.
Important notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA is
acting as lead financial adviser to Ideagen and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than Ideagen for providing the protections afforded to
its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as Rule 3 Adviser to the Ideagen Directors and
for 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 Canaccord Genuity nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bidco and Hg and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
and Hg for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement. 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 Announcement, any statement
contained herein or otherwise.
Houlihan Lokey (Corporate Finance) Limited ("Houlihan Lokey"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Bidco and Hg and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than Bidco and Hg for providing the protections
afforded to clients of Houlihan Lokey nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. 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 the
Acquisition, this Announcement, any statement contained herein or
otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition is intended to be implemented by way of a
Scheme pursuant to the terms of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision, vote or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document.
Ideagen and Bidco urge Ideagen Shareholders to read the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) carefully because it will
contain important information relating to the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law and the Takeover Code and
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. Nothing in this
Announcement should be relied on for any other purpose.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Further details in relation to the
Overseas Shareholders are contained in the Scheme Document. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such 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 Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Scheme by any such means from 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 Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Team.
Additional information for US investors
Ideagen Shareholders in the United States should note that the
Acquisition relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. 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 Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
Ideagen's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Ideagen Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Ideagen Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
Ideagen are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
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. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Bidco, Hg or
Ideagen contain statements about Bidco, Hg and Ideagen that are or
may be deemed to be forward looking statements. All statements
other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements 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, Hg's or Ideagen's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Bidco's, Hg's or Ideagen's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the
outcome of any litigation. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Bidco, Hg or Ideagen or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Bidco, Hg and Ideagen disclaim any
obligation to update any forward-looking or other statements
contained in this Announcement, except as required by applicable
law.
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 Ideagen for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Ideagen.
Dealing disclosure requirements of the Takeover Code
"Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Takeover Code,
any person who is, or becomes, interested in 1% 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 pm (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 of
the Takeover Code). 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 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."
Publication of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on Ideagen's
website at https://investors.ideagen.com/announcements/.
For the avoidance of doubt, the contents of these websites and
any websites accessible from hyperlinks on these websites are not
incorporated into and do not form part of this Announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting
SLC Registrars on +44 (0) 203 890 2122.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOARAMJTMTBMBRT
(END) Dow Jones Newswires
July 05, 2022 09:20 ET (13:20 GMT)
Ideagen (LSE:IDEA)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Ideagen (LSE:IDEA)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
