This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Thesis Group and the Bidco Group and certain plans and objectives of the boards of Thesis and Bidco with respect thereto. Today, the business is divided into three areas, Thesis Asset Management, a UK regional private client investment manager, Tutman, an Authorised Corporate Director ” ACD ” business that operates collective investment schemes, and Pallant, and provider of financial planning services. We see great potential in the business and believe that it will benefit greatly from the support of the strong funding partners that the Acquisition will bring to Thesis. Leon and Ventiga for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein. In each category are only the best guides. Midco is a wholly owned direct subsidiary of Topco, incorporated on 30 March under the laws of Jersey with registered number , and Finco is a wholly owned subsidiary of Midco, incorporated on 31 March under the laws of England and Wales with registered number PwC and Evercore have each given and not withdrawn their respective consents to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
It is intended that, after the Offer has become, or been declared, unconditional in all respects, certain executives of the Thesis Group will be invited to subscribe for D ordinary shares in Topco or Subsidiary Performance Shares in order to incentivise such persons. We have been impressed by the strong proposition that Thesis has built, underpinned by excellent fund performance and a loyal client base and we very much look forward to working with the management team following completion of the Acquisition. The Management Arrangements are therefore subject to the Resolution being approved on a poll by a simple majority of votes cast by the Independent Shareholders at the General Meeting. All of the Ordinary Shares are registered in the name of the Trustee and are held on bare trust for the benefit of the Beneficial Owners. Make sure you will have a lot to choose from! The Offer will be subject to the Takeover Code. Upon the acquisition by Bidco of the shares in Thesis, such shares will become subject to security under the Debenture.
The D ordinary shares to be issued in Topco will be non-voting and will not confer any right to receive dividends and other distributions, save in respect of an exit event.
Offer by Regit Bidco Limited – RNS – London Stock Exchange
Please note that addresses, electronic addresses and certain other information provided by Shareholders and other relevant persons for the receipt of communications from Thesis may be provided to an offeror as required under the Takeover Code.
The A, B and C ordinary shares to be issued in Topco will carry voting rights subject in respect of the C ordinary shares in certain circumstances when the holders of such shares or their permitted transferees cease to be employed or engaged by the Bidco Group or Thesis Group and will confer the right mugfird receive dividends and other thfsis on a pari passu basis and rank equally upon an exit event or other return of capital.
It is currently anticipated that Thesis Option Holders would exercise their Thesis Shephen conditional upon the Offer becoming, or being declared, unconditional in all respects. Except where the context otherwise requires, references in this Part A to the ” Offer ” includes any revision or extension of such offer.
The Independent Directors of Thesis Asset Management plc ” Thesis ” and the mugfors of directors of Regit Bidco Limited ” Bidco ” are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire all of the issued and to be issued Ordinary Shares of Thesis the ” Offer “. The determination of whether or not such a condition can be invoked would be determined by the Panel.
Evercore Partners International LLP ” Evercore “which is authorised and regulated in the United Nugford by the Financial Conduct Authority, is acting exclusively for Thesis and no-one else in connection with the Acquisition and will not be responsible to anyone other than Thesis for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.
The Independent Directors, who have been so advised by Evercore, consider the terms of the Offer and the Management Arrangements to be fair and reasonable.
Save as disclosed in this Announcement, stepgen Bidco Directors are not aware of any material change in the financial or trading position since the date of its incorporation. Midco is a wholly owned direct subsidiary of Topco, incorporated on 30 March under the laws of Jersey with registered numberand Finco is a wholly owned subsidiary of Midco, incorporated on 31 March under the laws of England and Wales with registered number Ventiga Confidentiality Agreement Ventiga and Thesis entered into a confidentiality agreement on 23 December the ” Ventiga Confidentiality Agreement ” pursuant to which Ventiga has agreed to keep confidential information relating to the Thesis Group and to not disclose it to third parties other than permitted disclosees other than with the prior written consent of one of the Independent Directors, mugfordd required by the Panel or as permitted or required by any provision of the Takeover Code.
Make sure you will have a lot to choose from!
The Independent Directors of Thesis have undertaken that they will: Recommendation The Independent Directors, who have been so advised by Evercore, consider the terms of the Offer and the Management Arrangements to be fair and reasonable. The Offer Document will contain an expected timetable for the Offer process. 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.
Bidco has undertaken promptly on such date to declare both the Acceptance Condition and the Drag Authority Condition satisfied and to waive all the other Conditions of the Offer set out in Part B Other Conditions in Appendix I of this Announcement; and.
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.
Leon and Thesis, as described in paragraph 12 of this Announcement. The Offer will be conditional on Bidco being granted the Drag Authority in such manner by Shareholders who, in aggregate, hold Ordinary Shares representing at least 65 per cent. Ventiga Members and Ventiga Ventiga Ventiga is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market.
The consideration to be paid to the Management Team for the sale of their interest in Tutman LLP is to be satisfied partly in cash and partly by the issue of C ordinary shares, D ordinary shares and preference shares in Topco. These Incentive Arrangements are more fully described in paragraph 13 of this Announcement.
The Additional Amount will not be payable in respect of any period after the First Payment Date – if any Ordinary Shares are assented to the Offer on or after the date on which the Offer becomes or is declared unconditional in all respects, the Additional Amount will only be payable in respect of such Ordinary Shares in respect of the period up to the First Payment Date. Each of the Thesis Option Holders has exercised all of the options which he is entitled to exercise in the case of David Tyerman, options over 17, Ordinary Shares, in the case of Stephen Mugford, options over 7, Ordinary Shares and in the case of each of Gregory Dalton, Antony Gammon and Michael Lally, options over 8, Ordinary Shares and each has submitted a valid Form of Acceptance in respect of such Ordinary Shares.
Thesis Asset Management also provides an advisory service, where clients can be involved in nugford investment decision making process, and a transaction-driven execution-only service where the client retains all responsibility for investment decisions.
Additionally, and as part of mhgford Incentive Arrangements, it is proposed that certain executives in the Thesis Group will be invited to subscribe for D ordinary shares in Topco or shares in subsidiary undertakings of Topco that derive their value by reference stsphen the performance of the relevant subsidiary undertaking in respect of which the relevant executive performs his role ” Subsidiary Performance Shares “.
Specifically, in deciding whether to recommend the Acquisition, mubford Independent Directors have taken into account the following considerations. Security Interest Agreements On 19 JuneMidco entered into a Stepben law security interest agreement in favour of mgford Security Agent under which Midco has provided security over the shares of Bidco and certain related rights owned by Midco from time to time.
As such, if the Offer is declared by Bidco to be unconditional in all respects, the remaining Shareholders could be compelled to sell their Ordinary Shares to Bidco in accordance with the terms of the formal Offer, to be set out in the Offer Document and the Form of Acceptance.
Unless otherwise stated, all times referred to in this Announcement are references to the time theesis London.
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It is intended that, after the Offer has become, or been declared, unconditional in all respects, certain executives of the Thesis Group will be invited to subscribe for D ordinary shares in Topco muugford Subsidiary Performance Shares in order to incentivise such persons. Leon ” means J. The preference shares are redeemable upon the earlier of an exit event and 7 years following the date of completion of the Acquisition whichever is the earlier and subject to compliance with relevant law provided that the redemption date may be extended with the approval sstephen the holders of the majority of the A ordinary shares and Theesis ordinary shares in Topco.
The Offer will be subject to the Conditions and the further terms set srephen in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance. Publication on websites A copy of this Announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Thesis’ website at http: