Launch of new Gresham House investment platform
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 A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 February 2017
Gresham House Plc
(AIM: GHE)
Launch of a new Gresham House "longer term capital" investment platform and proposed subscription for up to 2,546,372 new Ordinary Shares by the Administering Authority for The Royal County of Berkshire Pension Fund and Notice of General Meeting
Gresham House plc ("Gresham House" or the "Company"), the specialist asset manager, is pleased to announce that The Royal Borough of Windsor and Maidenhead acting as the Administering Authority for The Royal County of Berkshire Pension Fund ("Berkshire") intends to become a strategic investor in Gresham House. The Company is also announcing its intention to launch the Gresham House British Strategic Investment Fund ("BSIF" or the "Fund") as part of an alternative investment platform to support the investment objectives of longer term institutional investors, including local government pension schemes ("LGPS"), endowments and family offices.
Highlights
The Subscription
· The board of Gresham House believes that there is an opportunity to generate sustainable, and attractive returns from illiquid investments in a cost-effective manner and has identified that:
o alternative asset management seeking superior investment returns is a structural growth area;
o the need for "patient capital" when investing in areas such as infrastructure is significant and can facilitate additional benefits of social impact and local community investment; and
o attractive alternative investments in niche asset classes are often overlooked and difficult to access by larger funds.
· Berkshire wishes to enter a long term strategic relationship with Gresham House in order to benefit from these opportunities and generate alignment with the asset manager, Gresham House Asset Management Limited ("GHAM").
· Berkshire will conditionally subscribe for up to a maximum of 2,546,372 new Ordinary Shares (less an amount of shares equal to the number of Ordinary Shares acquired by Berkshire in the market on or prior to the date of such subscription), representing, if fully subscribed, 20 per cent. of the enlarged issued share capital of the Company.
· The Subscription will be at a price of 325 pence per Subscription Share representing a premium of 7.3 per cent. to the closing price on 20 February 2017, being the latest practicable date prior to the date of this announcement.
· The Gresham House Board believe the Subscription is consistent with the Company's stated objectives to add long-term, supportive partners to its shareholder base.
· The Subscription is conditional upon, the passing of the Resolutions at the General Meeting, Admission occurring and, because Gresham House is the parent company of GHAM which is authorised and regulated by the FCA, the FCA having approved the Subscription to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company (or the statutory period of 60 days within which the FCA must act having expired without the FCA having approved such subscription or given a warning notice that it proposes to approve it subject to conditions or that it intends to object to such subscription). The Subscription of up to 9.9 per cent. of the enlarged issued share capital of the Company is conditional only on the passing of the Resolutions at the General Meeting and Admission occurring. The Subscription is not conditional on the launch of the BSIF.
· As Berkshire intends to be a long term investor in the Company, the Subscription Shares will be subject to a 24 month "lock-in" agreement with a subsequent 12-month orderly market period.
· The Company has received written and verbal indications of support to vote (or procure the vote) in favour of the resolutions required to effect the Subscription from shareholders holding Ordinary Shares representing approximately 48.3 per cent. of the Company's issued ordinary share capital as at 20 February 2017, being the latest practicable date prior to the publication of this announcement.
· Together with the Ordinary Shares held by Directors and senior managers of the Company who have declared their intention to vote, or procure the vote in respect of, their own beneficial shareholdings, in favour of the resolutions required to effect the Subscription, the total declarations of support for the resolutions required to effect the Subscription received by the Company amount to approximately 60.7 per cent. of the issued share capital of the Company.
Gresham House British Strategic Investment Fund
· Gresham House intends to establish a platform to provide solutions to longer term investors, addressing the demand for alternatives and illiquid assets in a cost-effective manner which will also facilitate structured co-investment.
· As part of this platform, Gresham House, through its subsidiary, GHAM, together with Berkshire as its cornerstone investor, therefore propose to establish the BSIF. It is intended that the
BSIF will:
o have a target fund size of £300 million;
o be managed by GHAM;
o focus on investment in the three themes identified by the Chancellor in the 2016 Autumn Statement as being of strategic importance to the United Kingdom, namely Innovation, Housing and Infrastructure;
o allow local government pension schemes ("LGPS"), private sector pension funds, endowments, family offices and other investors to access these opportunities; and
o provide investors with the ability to address areas of specific interest, including local investment opportunities, or social and infrastructure investment initiatives, in a more focused way, by:
§ providing them with the ability to be involved in the investment process, or to engage directly with the manager, and hence facilitate greater transparency and discretion over capital allocation; and
§ affording them discretionary co-investment rights to allow them to "top-up" their investments in preferred sectors or localities on a deal-by-deal basis.
· Initial discussions with a limited number of LGPS have confirmed interest in the objectives of the new Gresham House platform.
Further announcements relating to the BSIF are expected to be made in due course.
Trading Update
In addition, the Company also provides an update in respect of trading since the announcement of the Company's interim results for the six-month period ended 30 June 2016 on 28 September 2016:
· The Company expects to announce its annual results for the financial year to 31 December 2016 on 29 March 2017. The Board is pleased to announce these are expected to be in line with expectations.
· As a result of early repayments from the purchaser of the Newton-le-Willows site sold on 23 September 2015, the Company's borrowing facility has reduced in the period to 31 December 2016 by £0.9 million. There was a further early repayment of £0.1 million on 19 January 2017, reducing the Company's outstanding gross borrowing to £5.9 million as at 20 February 2017, being the latest practicable date prior to the date of this announcement.
· The Company received a £0.6 million repayment of loan principal and interest from Atilla on 16 December 2016. The Company is also advancing its disposal of property assets with both the Southern Gateway site and remaining land at Newton-le-Willows entering active marketing processes.
Tony Dalwood, CEO of Gresham House, comments:
"Gresham House is now an established specialist asset manager with a growing reputation for providing long term investment capabilities and solutions to address clients' demands. Today's announcement represents a further significant step in delivering the growth strategy that we set out when repositioning the group two years ago. We welcome our new strategic shareholder in Gresham House and the long term capital investment platform we are now proposing is expected to grow our third party assets under management significantly, accelerating our path to profitability".
John Lenton, Chairman, Berkshire Pension Fund and Pension Fund Advisory Panels, added
"We are delighted to be working with Gresham House in developing investments in alternative and illiquid assets. This platform will enable us to reduce costs and obtain diversity in our investments. We will be targeting niche areas and make investments which are smaller and usually longer term than those that interest the major investment houses. These give us the potential of a higher long term return which is so important to a Pension Fund like ours which has to plan for pensions that will be drawn down many years in the future.
"We are particularly pleased to be a cornerstone investor in the Gresham House British Strategic Investment Fund and the ability it gives us to invest in themes identified by the Chancellor as being worthy of support."
The Company has convened the General Meeting for 10.00 a.m. on 10 March 2017, which will take place at the offices of Eversheds Sutherland (International) LLP at One Wood Street, London EC2V 7WS, for the purposes of considering and, if thought fit, approving the Resolutions relating, inter alia, to the Subscription.
A circular addressed to Shareholders and Warrantholders (the "Circular") containing further information in relation to the Subscription and the BSIF, as well as the Notice of the General Meeting and details of the Resolutions, will be posted today and will also be made available on the Company's website at www.greshamhouse.com.
Further information in relation to the Subscription, the BSIF and the General Meeting is set out in Appendix 1 to this announcement. Definitions for capitalised terms and expressions used in this announcement and not defined in the text are set out in Appendix 2 to this announcement.
Enquiries:
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Gresham House plc
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+44 (0)203 837 6870 |
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Tony Dalwood, Chief Executive Officer
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John-Paul Preston, Chief Operating Officer and Company Secretary |
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Liberum Capital Limited
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+44 (0)20 3100 2000
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Neil Elliot/Jill Li |
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Montfort Communications, PR Adviser
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Gay Collins
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+44 (0) 203 770 7906 |
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Rory King |
+44 (0) 791 708 6227
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APPENDIX 1
1. Introduction
Gresham House is pleased to announce today that The Royal Borough of Windsor and Maidenhead acting as the Administering Authority for The Royal County of Berkshire Pension Fund ("Berkshire") intends to become a strategic investor in Gresham House, having agreed, subject to and conditional upon the passing of the Resolutions at the General Meeting and Admission occurring (in each case by the Long Stop Date), to subscribe for up to 2,546,372 new Ordinary Shares (the "Subscription Shares"), less such amount of Ordinary Shares as are acquired by Berkshire in the market on or prior to the date of such subscription, (representing, if subscribed for in full, 20 per cent. of the share capital of Gresham House as enlarged by the Subscription) in cash at a price of 325 pence per Subscription Share (the "Subscription"), which represents a premium of 7.3 per cent. to the Company's closing share price on 20 February 2017 (being the latest practicable date prior to the publication of this announcement).
The acquisition by Berkshire of 10 per cent. or more of the Ordinary Shares in Gresham House is subject to approval by the FCA as a result of the indirect interest that Berkshire will acquire in the Company's wholly owned subsidiary Gresham House Asset Management Limited ("GHAM"), which is authorised by the FCA.
The Company also intends to launch the Gresham House British Strategic Investment Fund ("BSIF" or the "Fund") as part of an alternative investment platform to support the investment objectives of longer term institutional investors, including private sector pension funds, endowments, local government pension scheme funds ("LGPS") and family offices. The Fund will be managed by GHAM, and it is proposed that Berkshire will also become a cornerstone investor in the Fund once established.
The Gresham House board believes that the strategic investment in the Company by Berkshire through the Subscription demonstrates its commitment to the BSIF and its confidence in, and alignment with, the Group's strategy, as well as being consistent with the Company's stated objectives to add long-term, supportive partners to its shareholder base.
The launch of the Fund is in line with the Company's strategy to develop its alternative asset management platform and to build assets under management both organically and through acquisitions alongside generating sustainable earnings growth. The platform will include individuals who have extensive experience of LGPS and institutional investment track records.
In addition, the Company is also providing (at paragraph 5 below) an update in respect of its trading performance since the announcement of its interim results for the six-month period ended 30 June 2016 on 28 September 2016.
2. Background to and reasons for the Subscription
As stated, above, Berkshire has made a commitment to subscribe for up to 2,546,372 Subscription Shares in cash pursuant to the Subscription. Berkshire has a strong belief in the Group and its investment strategy and wishes to align itself with the Group further over the longer term, demonstrating this by making a significant cash injection into the Company in return for a direct equity stake by means of the Subscription.
Whilst it is also proposed that Berkshire would become a cornerstone investor in the BSIF (see below), and the Subscription is therefore linked to the establishment of the BSIF, the Subscription is being made on a standalone basis and is not conditional upon it; the only conditions to the Subscription being the passing of the Resolutions at the General Meeting, Admission occurring and, because Gresham House is the parent company of GHAM which is authorised and regulated by the FCA, the FCA having approved the Subscription to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company (or the statutory period of 60 days within which the FCA must act having expired without the FCA having approved such subscription or given a warning notice that it proposes to approve it subject to conditions or that it intends to object to such subscription). The Subscription of up to 9.9 per cent. of the enlarged issued share capital of the Company is conditional only on the passing of the Resolutions at the General Meeting and Admission occurring.
As a result, Berkshire would become another strategic investor in the Company, thereby further enhancing the Company's liquidity position, strengthening its balance sheet and bolstering its objective to continue to build its specialist and strategic asset management business both organically and through acquisition.
3. Background to and reasons for establishing the BSIF
Investors have in recent years identified benefits from employing a longer term investment horizon and the potential for generating superior returns as a result. Identifying long term assets and matching investment through "patient capital" has been shown to allow investors to benefit from an "illiquidity discount", sometimes known as "better value" assets, which subsequently enables superior investment returns to be achieved.
The board of Gresham House therefore believes that there is an opportunity to generate sustainable, and attractive returns from illiquid investments in a cost-effective manner and has identified that:
· alternative asset management seeking superior investment returns is a structural growth area;
· the need for "patient capital" when investing in areas such as infrastructure is significant and can facilitate additional benefits of social impact and local community investment; and
· attractive alternative investments in niche asset classes are often overlooked and difficult to access by larger funds.
Pension funds, endowments and family office investment platforms, which are long term in nature, provide a logical source of capital to address this market.
The ability for investors to access investment opportunities in areas of niche and specialised alternative asset management requires significant experience, process and resource. For investors with funds of a certain scale, the resource requirement, coupled with the typically smaller unit size for investment, can become prohibitive for investing in these opportunities. For example, it may become uneconomical for £25 billion pension "super-pools" to monitor and manage individual investments below the value of £25-£50 million.
Gresham House was established to manage strategic and niche investments and to provide the means for clients to address these investment opportunities, either through commitments to limited partnership funds, through structured co-investment in parallel with the funds, or more directly through partnership with Group companies themselves.
Gresham House therefore intends to establish a platform to provide solutions to longer term investors, addressing the demand for alternatives and illiquid assets in a cost-effective manner which will also facilitate structured co-investment.
As part of this platform, Gresham House, through its subsidiary, GHAM, together with Berkshire as its cornerstone investor, therefore propose to establish the BSIF.
It is intended that the BSIF will:
· have a target fund size of £300 million;
· be managed by GHAM;
· focus on investment in the three themes identified by the Chancellor in the 2016 Autumn Statement as being of strategic importance to the United Kingdom, namely Innovation, Housing and Infrastructure;
· allow LGPS, private sector pension funds, endowments, family offices and other investors to access these opportunities; and
· provide investors with the ability to address areas of specific interest, including local investment opportunities, or social and infrastructure investment initiatives, in a more focused way, by:
o providing them with the ability to be actively involved in the investment process, or to engage directly with the manager, and hence facilitate greater transparency and discretion over capital allocation; and
o affording them discretionary co-investment rights to allow them to "top-up" their investments in preferred sectors or localities on a deal-by-deal basis.
Initial discussions with a limited number of LGPS have confirmed interest in the objectives of the new Gresham House platform.
Further announcements relating to the BSIF are expected to be made in due course.
4. The Subscription Letter
In order to effect the Subscription, Berkshire and the Company have entered into the Subscription Letter, pursuant to which Berkshire has agreed to subscribe for, and the Company has agreed to issue to Berkshire the Subscription Shares, in each case subject to the conditions described below.
The maximum aggregate Subscription Price payable by Berkshire in respect of the Subscription Shares is £8,275,709. The Subscription Shares (if issued in their entirety) represent, in aggregate, 25 per cent. of the issued share capital of the Company as at 20 February 2017, being the latest practicable date prior to the publication of this announcement and 20 per cent. of the Company's enlarged share capital following the Subscription.
The only conditions to which the Subscription is subject are the passing of the Resolutions at the General Meeting, approval being obtained from the FCA in relation to it (to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company) and Admission occurring (in each case by the Long Stop Date). Subject to the passing of the Resolutions and approval of the Subscription being obtained from the FCA (to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company), Admission is expected to become effective at 8.00 a.m. on 13 March 2017. The Subscription of up to 9.9 per cent. of the enlarged issued share capital of the Company is conditional only on the passing of the Resolutions at the General Meeting and Admission occurring and, therefore, in the event that the FCA does not approve the Subscription, Berkshire will, subject to the passing of the Resolutions at the General Meeting and Admission occurring, in each case by the Long Stop Date, subscribe for such number of Subscription Shares which, together with any other Ordinary Shares acquired by Berkshire at or prior to such time equates to 9.9 per cent. of the issued share capital of the Company as enlarged by such subscription and/or acquisition(s). The subscription by Berkshire for the balance of the Subscription Shares will continue to be conditional on the FCA approval process.
In addition, Berkshire has committed not to acquire (whether pursuant to the Subscription or otherwise) any Ordinary Shares exceeding 9.9 per cent. of the then issued share capital of the Company prior to the FCA having approved the Subscription.
As Berkshire intends to be a long term investor in the Company, the Subscription Shares will be subject to a "lock-in" period, whereby Berkshire has agreed that, subject to certain customary exceptions, it will not dispose of any Subscription Shares (or any additional Ordinary Shares it receives as a consequence of its holding of the Subscription Shares) (together, the "Restricted Shares") for a period of 24 months from the date on which the Subscription Shares are issued to it without the Company's consent. Following the initial lock-in period, any disposals of Restricted Shares must be conducted through the Company's corporate broker for a further period of 12 months.
5. Trading Update
Since the announcement of the Company's interim results for the six-month period ended 30 June 2016 on 28 September 2016, the Company has continued its positive development. The Company expects to announce its annual results for the financial year to 31 December 2016 on 29 March 2017 which are expected to be in line with market expectations.
As a result of early repayments from the purchaser of the Newton-le-Willows site sold on 23 September 2015, the Company's borrowing facility has reduced in the period to 31 December 2016 by £0.9 million. There was a further early repayment of £0.1 million on 19 January 2017, reducing the Company's outstanding gross borrowing to £5.9 million as at 20 February 2017, being the latest practicable date prior to the date of this announcement.
The Company received a £0.6 million repayment of loan principal and interest from Atilla on 16 December 2016. The Company is also advancing its disposal of property assets with both the Southern Gateway site and remaining land at Newton-le-Willows entering active marketing processes.
6. General Meeting
The Notice of General Meeting is set out at the end of the Circular. Entitlement to attend and vote at the General Meeting and the number of votes which may be cast at the General Meeting will be determined by reference to holdings in Ordinary Shares at the Voting Record Time.
The General Meeting has been convened for 10.00 a.m. on 10 March 2017 at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS to enable Shareholders to consider and, if thought fit, pass the Resolutions set out in the Notice of General Meeting.
The Directors believe that the Subscription is in the best interests of Shareholders, taken as a whole, and that the Directors have the ability to issue 2,546,372 Subscription Shares in order to satisfy the Subscription. The Directors are therefore recommending that Shareholders vote in favour of the Resolutions at the General Meeting. In order to proceed, the Subscription requires the approval of Resolutions 1 and 2 at the General Meeting convened for 10.00 a.m. on 10 March 2017 and the Directors intend to vote in favour of the Resolutions in respect of their own holding of Ordinary Shares representing, together with the interest of other senior managers of the Company who have also confirmed their intention to vote, or procure the vote in respect of, their own beneficial shareholdings, in favour of the Resolutions, approximately 12.44 per cent. of the issued share capital of the Company.
Resolution 1 - Authority to allot the Subscription Shares
The Resolution asks Shareholders to grant the Directors authority under section 551 of the Companies Act 2006 to allot the Subscription Shares in connection with the Subscription up to a maximum aggregate nominal value of £636,593, being approximately 25 per cent. of the existing issued ordinary share capital of the Company and approximately 20 per cent. of the enlarged issued ordinary share capital of the Company assuming the allotment and issue of the Subscription Shares pursuant to the Subscription (as described in more detail in paragraphs 2 and 4 above).
Resolution 1 will be proposed as an ordinary resolution and the majority required for the passing of Resolution 1 at the General Meeting is 50 per cent. or more of the votes cast to be in favour.
Resolution 2 - Disapplication of pre-emption rights in connection with allotment of Subscription Shares
If the Directors of the Company wish to allot new shares or rights to subscribe for new shares for cash, the Companies Act 2006 requires that such shares or rights are offered first to existing Shareholders in proportion to their existing holdings.
Resolution 2, which is subject to and conditional upon the passing of Resolution 1, asks Shareholders to authorise the Directors of the Company to allot the Subscription Shares for cash without offering them first to existing Shareholders in proportion to their existing holdings.
Resolution 2 will be proposed as a special resolution and the majority required for the passing of Resolution 2 at the General Meeting is 75 per cent. or more of the votes cast to be in favour.
Resolution 3 - General authority to allot Ordinary Shares
Subject to and conditional upon the passing of Resolutions 1 and 2 above, the Resolution asks Shareholders to grant the Directors authority under section 551 Companies Act 2006 to allot shares or grant such subscription or conversion rights as are contemplated by sections 551(1)(a) and (b), respectively, of the Companies Act 2006 up to a maximum aggregate nominal value of £2,121,976.50, being approximately two thirds of the nominal value of the enlarged issued ordinary share capital of the Company assuming the allotment and issue of the Subscription Shares pursuant to the Subscription (which is subject to the passing of Resolutions 1 and 2 above). As at 20 February 2017, being the latest practicable date prior to the publication of this announcement, the Company held no treasury shares.
£1,060,988.25 of this authority is reserved for a fully pre-emptive rights issue. This is the maximum permitted amount under best practice corporate governance guidelines. The authority will expire at the next annual general meeting of the Company or the date falling 15 months from the passing of the Resolution, whichever is earlier. The Directors consider it important to have the maximum ability and flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions. Any allotment of, or any agreement to allot, shares entered into pursuant to previous authorities remains valid. This Resolution is intended to replace the corresponding resolution passed at the Annual General Meeting but reflecting the Company's enlarged issued share capital following the allotment and issue of the Subscription Shares pursuant to the Subscription.
The Directors have no present intention of exercising such authority.
Resolution 3 will be proposed as an ordinary resolution and the majority required for the passing of Resolution 3 at the General Meeting is 50 per cent. or more of the votes cast to be in favour.
Resolution 4 - General authority to disapply pre-emption rights
As noted above, if the Directors wish to allot new shares or other equity securities for cash, the Companies Act 2006 requires that such shares or other equity securities are offered first to existing Shareholders in proportion to their existing holdings. The allotment of equity securities as referred to in this Resolution includes the sale of any shares which the Company holds in treasury following a purchase of its own shares.
Subject to and conditional upon the passing of Resolutions 1 to 3 above, Resolution 4 asks Shareholders to grant the Directors a general authority to allot equity securities for cash up to an aggregate nominal value of £477,444.71 (being 15 per cent. of the Company's enlarged issued ordinary share capital assuming the allotment and issue of the Subscription Shares pursuant to the Subscription (which is subject to the passing of Resolutions 1 and 2 above)) without first offering the securities to existing Shareholders.
As at 20 February 2017, being the latest practicable date prior to the publication of this announcement, there were no treasury shares in existence.
The Resolution also disapplies the statutory pre-emption provisions in connection with a rights issue only in relation to the amount permitted under Resolution 3 allowing the Directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise.
The authority will expire at the next annual general meeting of the Company or the date falling 15 months from the passing of the Resolution, whichever is earlier.
Resolution 4 will be proposed as a special resolution and the majority required for the passing of Resolution 4 at the General Meeting is 75 per cent. or more of the votes cast to be in favour.
Resolution 5 - General authority to make market purchases of Ordinary Shares
Subject to and conditional upon the passing of Resolutions 1 to 4 above, Resolution 5 seeks authority from Shareholders for the Company to make market purchases of its own Ordinary Shares, such authority being limited to the purchase of 10 per cent. of the Ordinary Shares in issue assuming the allotment and issue of the Subscription Shares pursuant to the Subscription (which is subject to the passing of Resolutions 1 and 2 above). The maximum and minimum prices payable are also limited in the Resolution. The authority will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per Ordinary Share and that it is in the best interests of the Company at the time. This Resolution is intended to replace the corresponding resolution passed at the Annual General Meeting but reflecting the Company's enlarged issued share capital following the allotment and issue of the Subscription Shares pursuant to the Subscription. The Company will be able to hold the Ordinary Shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes.
Resolution 5 will be proposed as a special resolution and the majority required for the passing of Resolution 5 at the General Meeting is 75 per cent. or more of the votes cast to be in favour.
7. Indications of Support
In order to proceed, the Subscription requires the approval of Resolutions 1 and 2 at the General Meeting convened for 10.00 a.m. on 10 March 2017.
The Company has received written and verbal indications of support to vote (or procure the vote) in favour of the Resolutions from shareholders holding Ordinary Shares representing approximately 48.3 per cent. of the Company's issued ordinary share capital as at 20 February 2017, being the latest practicable date prior to the publication of this announcement.
Together with the Ordinary Shares held by Directors and senior managers of the Company who have declared their intention to vote, or procure the vote in respect of, their own beneficial shareholdings, in favour of the Resolutions, as set out in paragraph 6, the total declarations of support for the Resolutions received by the Company amount to approximately 60.7 per cent. of the issued share capital of the Company.
APPENDIX 2
The following definitions apply throughout this announcement unless the context requires otherwise:
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"Act" |
the Companies Act 2006, as amended from time to time |
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"Admission" |
admission of the Subscription Shares to trading on AIM, which, subject to and conditional upon the passing of the Resolutions at the General Meeting and approval of the Subscription being obtained from the FCA (to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company), is expected to occur at 8.00 a.m. on 13 March 2017 |
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"AIM" |
AIM, a market operated by the London Stock Exchange |
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"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange from time to time |
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"Berkshire" |
The Royal Borough of Windsor and Maidenhead acting as the Administering Authority for The Royal County of Berkshire Pension Fund |
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"Board" or "Directors" |
the current directors of the Company |
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"certificated" or "in certificated form" |
a share or other security not held in uncertificated form (i.e. not in CREST) |
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"Company" or "Gresham House" |
Gresham House plc, a company registered in England and Wales with registered number 871 |
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"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations) |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time |
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"Disclosure Guidance and Transparency Rules" |
(a) the disclosure guidance made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments (and, where the context requires, the disclosure rules made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such market has been made); and (b) the transparency rules made by the UKLA under section 73A(6) of Part VI of FSMA in relation to major shareholdings and the notification and dissemination of information by issuers of transferable securities (and, in each case, as that guidance and those rules may be amended from time to time)
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"FCA" |
the Financial Conduct Authority of the United Kingdom |
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"Form of Proxy" |
the enclosed form of proxy for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the General Meeting
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"FSMA" |
the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time)
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"General Meeting" |
the general meeting of the Company convened for 10.00 a.m. on 10 March 2017 at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS, notice of which is set out at the end of the Circular
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"GHAM" |
Gresham House Asset Management Limited, a company registered in England and Wales with registered number 9447087
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"Group" |
the Company and its subsidiary undertakings |
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"LGPS" |
local government pension scheme |
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"Liberum" |
Liberum Capital Limited, the Company's financial adviser, nominated adviser and broker
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"London Stock Exchange" |
London Stock Exchange plc |
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"Long Stop Date" |
24 March 2017 |
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"Neville Registrars Limited" |
Neville Registrars Limited, the Company's registrar |
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"Notice" or "Notice of General Meeting" |
the notice of General Meeting set out at the end of the Circular
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"Ordinary Shares" |
ordinary shares of 25 pence each in the share capital of the Company
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"Prospectus Rules" |
the prospectus rules made by the FCA in the exercise of its function as competent authority pursuant to Part VI of the FSMA, as amended from time to time
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"Resolutions" |
the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting
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"Shareholders" |
holders of Ordinary Shares |
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"Subscription" |
the proposed cash subscription for Subscription Shares by Berkshire on and pursuant to the terms set out in the Subscription Letter (including the Subscription Price)
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"Subscription Letter" |
the letter dated 21 February 2017 from Berkshire to the Company pursuant to which, subject to and conditional upon the passing of the Resolutions at the General Meeting, approval of the Subscription being obtained from the FCA (to the extent that it exceeds 9.9 per cent. of the enlarged issued share capital of the Company) and Admission occurring (in each case by the Long Stop Date), Berkshire has agreed to subscribe for, and the Company has agreed to allot and issue to Berkshire, the Subscription Shares at the Subscription Price, payable in cash
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"Subscription Shares" |
up to 2,546,372 new Ordinary Shares, representing 25 per cent. of the issued share capital of the Company as at 20 February 2017, being the latest practicable date prior to the publication of this announcement and 20 per cent. of the enlarged issued share capital of the Company, in each case assuming the Subscription is completed
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"subsidiary" |
as defined in section 1159 and Schedule 6 of the Act |
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"subsidiary undertaking" |
as defined in section 1162 and Schedule 6 of the Act |
|
"UKLA" |
the FCA, acting in its capacity as United Kingdom listing authority
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"uncertificated" or "in uncertificated form" |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of the CREST system
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland
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|
"United States" or "US" |
the United States of America
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"Voting Record Time" |
6.00 p.m. on 8 March 2017
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"Warrantholders" |
holders of warrants to subscribe for Ordinary Shares
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Disclaimers
Liberum is acting exclusively for Gresham House in connection with the Subscription and the matters referred to in this announcement and for no-one else and will not be responsible to anyone other than Gresham House for providing the protections afforded to the clients of Liberum nor for providing any advice in relation to the Subscription or the contents of this announcement or any transaction, arrangement or matter referred to herein.
The distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This announcement does not constitute an offer to buy, acquire or subscribe for, or the solicitation of an offer to buy, acquire or subscribe for any shares or securities in Gresham House or an invitation to buy, acquire or subscribe for any shares or securities in Gresham House.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the AIM Rules or other applicable legislation or regulation, neither the Company nor Liberum undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.
This information is provided by RNS
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