Save for activities in connection with the making, implementation and financing of the Acquisition, no member of the Bidco Group has carried on any business prior to the date of this Announcement, nor has it entered into any obligations. Whilst Gregory Dalton and Anthony Gammon are also Directors of Thesis and are not part of the Consortium, due to their proposed ongoing interests as directors of Thesis following completion of the Acquisition they are not considered to be independent for the purposes of the Offer. Introduction The Independent Directors of Thesis Asset Management plc ” Thesis ” and the board 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 principal activity of Bidco is to act as a holding company for Thesis. Ventiga is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market. 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. Such consideration is to be satisfied by Topco, on behalf of Tutman Ltd and Thesis i partly in cash and ii partly by the issue of C ordinary shares, D ordinary shares and preference shares in Topco.
How the regulator defines a vulnerable client. Certain figures included in this Announcement have been subjected to rounding adjustments. Niclas was previously Managing Director at Towerbrook in London for 8 years. Leon 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, as required by the Panel or as permitted or required by any provision of the Takeover Code. Ventiga will not itself provide any part of the cash resources for Bidco to satisfy the cash consideration required to be paid pursuant to the Acquisition. Phil in Economics and an M. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.
Except where the context otherwise requires, references in this Part A to the ” Offer ” includes any revision or extension of such offer.
Leon and Thesis, as described in paragraph 12 of this Announcement. Neither Evercore 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 Evercore in connection with the matters referred to in this Announcement, or otherwise. 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, as required by the Panel or as permitted or required by any provision of the Takeover Code.
The Offer will be made solely by means of the Offer Document and Form of Acceptance or any other document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted.
Vulnerable clients have traditionally been envisaged as older people living alone, easily fooled by scammers and dodgy salesmen.
Forward-looking statements 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. Specifically, in deciding whether to recommend the Acquisition, the Independent Directors have taken into account the following considerations.
How the regulator defines a vulnerable client
We have had a strong presence in the city for many years and we are dedicated to delivering our competitive services to the area. Under the terms of the Offer, which will be subject to the Conditions and certain further terms referred to in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document and the Form of Acceptance, Shareholders will be entitled to receive: In this context, we believe that the transaction provides attractive financial terms for our shareholders.
Such Compelled Shareholders are required to accept the Offer in the manner tkny be set out in the Offer Document within 5 working days after service of such notice. Bidco reserves the right, subject to the consent of the Independent Directors and the Panel, to effect the proposed acquisition gwmmon Ordinary Shares by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. This Announcement is for information purposes only and is not intended to, and ghesis not, constitute or form part of any offer, invitation tlny the solicitation of an offer to purchase, otherwise acquire, subscribe thesiis, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Thesis continues to trade in line with management’s expectations.
More in this category: This will result in a total of 88 per cent. 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.
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. The D ordinary shares and Subsidiary Performance Shares, once issued, will cumulatively have a value which does not exceed 20 per cent of the fully gqmmon ordinary share capital of Topco on the basis of the current proposed issues of A ordinary shares, B ordinary shares and C ordinary shares as detailed above.
Save as disclosed in this Announcement, the Bidco Directors are not aware of any material change in the financial or trading position since the date of its incorporation. The LGT Funds and the Ventiga Members will indirectly provide fony of the cash resources for Bidco to satisfy the cash consideration required to be paid pursuant to the Acquisition by way of a subscription for A ordinary shares and preference shares in Topco under the terms of the Joint Bidding Deed which is described in more detail in paragraph 9 of this Announcement.
We are organising an event to celebrate the move with our clients in the next few weeks. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments.
Tbesis Capital Partner Ltd is a leading alternative investment specialist ttony over USD 55 billion in assets under management and more than institutional clients. Leon and Thesis entered into a confidentiality agreement on 23 December the ” J.
I am pleased also to have been able to work with current shareholders’ representatives on the Board to get to this point so amicably, and I thank them for their support. David graduated from Cardiff University and City University Business School, trained at Societe Generale Strauss Turnbull and then augmented his private client expertise spending 4 years advising high net worth clients.
Tutman LLP is owned as to 55 per cent. Name of Thesis Director or related person Number of Ordinary Shares in respect of which commitment is given Percentage of Thesis’ issued ordinary share capital Anthony Edwards 26, 3. I am delighted that our new shareholders share this vision. CashCalc to integrate with Origo in June.
How to assess suitability and risk for vulnerable clients –
Pursuant to the terms of a confirmation and undertaking letter dated 19 June from Bidco to the Independent Directors of Thesis in relation to certain Conditions of the Offer the ” Bidco Confirmation Letter “:. The new offices will accommodate additional Thesis group staff and support the business’ expansion plans. I gammom the Independent Directors of Thesis unanimously recommend the transaction to our shareholders.
Pursuant to the Incentive Arrangements, it is expected that certain executives of the Thesis Group will be invited to subscribe for such D ordinary shares in Topco or Subsidiary Performance Shares, in each case by way tgesis incentivisation.