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Recommended Cash Offer Update

30th Aug 2022 07:00

RNS Number : 4752X
Astorg Asset Management S.àr.l.
30 August 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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

 

30 August 2022

 

RECOMMENDED CASH OFFER

 

by

 

BECKETTS BIDCO LIMITED

 

(a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited)

 

for

 

EUROMONEY INSTITUTIONAL INVESTOR PLC

 

Update on Regulatory Clearances, Proxy Adviser Recommendations, Court Meeting and General Meeting

 

On 18 July 2022, Becketts Bidco Limited ("Bidco"), a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l. ("Astorg") and Epiris LLP ("Epiris") announced that it had reached agreement on the terms of a recommended all-cash offer for the entire issued and to be issued ordinary share capital of Euromoney Institutional Investor PLC ("Euromoney") (the "Recommended Offer"). Under the terms of the Recommended Offer, Euromoney Shareholders will be entitled to receive 1,461 pence in cash per Euromoney Share.

 

The Recommended Offer is proposed to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), and is subject to the terms and conditions set out in the scheme document that was published on 12 August 2022 (the "Scheme Document"). Save as otherwise defined, capitalised terms in this announcement have the same meanings as set out in the Scheme Document.

 

Regulatory and Anti-trust Approvals

 

The Recommended Offer is conditional on, among other things, the Regulatory and Anti-trust Approvals. All filings required in relation to the Regulatory and Anti-trust Approvals were made on or before 8 August.Bidco is pleased to confirm that: (i) the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 (as amended) is due to expire on 7 September 2022; and (ii) the statutory review period under the Cyprus Control of Concentrations Between Undertakings Law, Number 83(I)/2014 is expected to expire on or before 30 September 2022. Bidco expects each of these approvals to have been received (or deemed to have been received) by the end of the relevant period.

 

In accordance with the anticipated Scheme timetable, the Financial Conduct Authority's approval process is ongoing in the ordinary course. Bidco continues to anticipate that all Regulatory and Anti-trust Approvals will be received to enable the Scheme to become effective during Q4 2022.

 

Proxy Adviser Recommendations

 

Bidco is pleased to note that leading independent proxy adviser firms Institutional Shareholder Services Inc. ("ISS"), Glass Lewis & Co, LLC ("Glass Lewis") and Pensions & Investment Research Consultants Ltd ("PIRC") have each published proxy advisory reports recommending that shareholders vote in favour of the Recommended Offer at the Court Meeting and General Meeting.

 

Action required in relation to Court Meeting and General Meeting

 

As further detailed in the Scheme Document, in order to become effective, the Scheme will require, among other things, that the requisite majority of eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting and eligible Euromoney Shareholders vote in favour of the Special Resolutions at the General Meeting. Notices convening the Court Meeting and the General Meeting at 11:30 am on 8 September 2022 and 11:45 am (or immediately after the conclusion or adjournment of the Court Meeting) on 8 September 2022, respectively, to be held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR, are set out in the Scheme Document.

 

Scheme Shareholders and Euromoney Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible ahead of the latest time for lodging Forms of Proxy on 6 September 2022, using any of the methods (by post, online or electronically through CREST) set out in the Scheme Document.

 

Bidco will provide any further updates as appropriate.

 

 

Enquiries:

 

Astorg

James Davis +44 20 3443 8450

Michal Lange

 

Epiris

Ian Wood +44 20 7214 4200

Chris Hanna

Greenbrook (Public Relations Adviser to the Consortium and Bidco)

Robert White +44 20 7952 2000

James Madsen [email protected]

Matthew Goodman

 

BofA Securities (Joint Financial Adviser to the Consortium and Bidco)

Geoff Iles +44 20 7628 1000

George Close-Brooks

Alex Newman

 

Raymond James (Joint Financial Adviser to the Consortium and Bidco)

Stuart Sparkes +44 20 3798 5713

George Watson

 

Latham & Watkins LLP are retained as legal adviser to the Consortium and Bidco.

 

Important information

 

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or 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 whether pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for the Consortium and Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, 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 BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

 

Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Consortium and Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James 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 Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

 

Website publication

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Bidco's website at www.electron-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

 

About Astorg

 

Astorg is a global private equity firm with €17 billion of assets under management. Astorg has valuable industry expertise in healthcare, software, business-to-business professional services and technology-based industrial companies and is focused on companies with market leading positions, selling highly differentiated products or services.

 

About Epiris

 

Epiris is a long established and successful private equity firm based out of London. Epiris focuses particularly on businesses that have been embedded within a larger corporate, where a tailored approach and investment in organic and acquisitive growth can drive a transformation in performance.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the 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 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).

 

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 Takeover 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.

 

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 [email protected] 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.
 
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