Completion of acquisition of FIM Services Limited
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
21 May 2018
Gresham House Plc ("Gresham House" or the "Company")
(AIM: GHE)
Result of General Meeting
and completion of the acquisition of FIM Services Limited
Gresham House, the specialist alternative asset manager, is pleased to announce that all of the resolutions set out in the notice of General Meeting circulated to shareholders on 3 May 2018 (the "Circular") were passed, at the General Meeting held earlier today and the acquisition of FIM Services Limited, an alternative investment fund manager specialising in UK real assets, completed thereafter.
An application has been made to the London Stock Exchange for the admission of the Consideration Shares and Placing Shares to trading on AIM. These shares will rank pari passu in all respects with the existing ordinary shares of the Company. Admission is expected to take place at 8.00 a.m. (BST) on 22 May 2018.
Following Admission, the Company's issued share capital will comprise 18,776,670 ordinary shares, which figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury. In addition, the Company will have 1,041,420 shareholder warrants and 799,000 supporter warrants in issue.
Anthony Dalwood, CEO of Gresham House, said:
"The acquisition of FIM clearly establishes Gresham House as the leading forestry asset manager in the UK. It also significantly enhances the Gresham House New Energy division, providing a platform to accelerate growth in the renewables area. We have a detailed plan to integrate FIM with Gresham House, which will create opportunities for efficiencies particularly around process and technology. This acquisition significantly increases the Group's earnings per share, profitability and scale, giving our real assets diverse critical mass."
Following Admission, the Placing will become unconditional in all respects.
Save where otherwise defined herein, capitalised terms and expressions used in this announcement have the same meanings as given to them in the Circular.
Enquiries:
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Gresham House plc Anthony (Tony) Dalwood, CEO John-Paul Preston, Chief Legal Counsel and Corporate Advisory
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+44 (0) 20 3837 6270
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Liberum Capital Limited Neil Elliot Jill Li
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+44 (0) 20 3100 2000
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Taurus London Peter Tracey Tom Fyson Thomas Marriage
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+44 (0) 20 7959 7000
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Montfort Communications Rory King |
+44 203 770 7906
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IMPORTANT NOTICE
No action has been taken by the Company or Liberum Capital Limited ("Liberum") or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Consideration Shares or the Placing Shares (the Consideration Shares and the Placing Shares being together hereinafter referred to as the "New Ordinary Shares") in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, broker and bookrunner to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Liberum is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Liberum as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The price of shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of any shares.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
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.
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