In providing advice to the Independent Directors in relation to the Offer, Evercore has taken into account the commercial assessments of the Independent Directors. In each category are only the best guides. 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. David has over 25 years of investment experience and is responsible for delivering the collective investment scheme service. This Announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom. 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.
Thesis Option Holders will be contacted separately in due course regarding their Thesis Options. Evercore Partners International LLP ” Evercore ” , which is authorised and regulated in the United Kingdom 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 per cent. Save as set out under the heading ‘Bidco Confirmation L etter’ in paragraph 12 Offer Related Arrangements of this Announcement, Bidco shall be under no obligation to waive if capable of waiver or treat as fulfilled any of the Conditions by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfillment. The articles of association of Thesis the ” Articles ” contain ‘drag-along’ provisions in respect of the Ordinary Shares.
Please be aware 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 Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.
The Offer will be conditional on the receipt by Bidco of the requisite level of acceptances to the Offer, Bidco being granted thewis Drag Authority by a requisite number of Shareholders details of which are set out in paragraph 2 of this Announcementthe approval of the Management Arrangements details of which are set out in paragraph 13 of this Announcement and the approval of the FCA.
Offer Update – RNS – London Stock Exchange
Reduction of Offer consideration in the event of a dividend s or other distribution s The Ordinary Shares will be acquired under the Offer with full title guarantee fully paid and free from all liens, restrictions, charges, equitable interests, encumbrances, rights of pre-emption and any other third-party rights of etephen nature whatsoever and together with all rights attaching to them as at the date of this Announcement or subsequently attaching to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions if any declared, made or paid, or any other return of capital whether by way of reduction of share capital or share premium account or otherwise made on or after the date of this Announcement.
No member of the Thesis Group, Bidco Group or any member of the Consortium assumes any obligation to update or correct the information contained in mugrord Announcement except as required by applicable law. The Ventiga Confidentiality Agreement will wtephen in force for two years following the return to Thesis, or the destruction, of any confidential information. Leon and Ventiga for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Sgephen, the contents of this Announcement or any other matter referred to herein.
Whilst Thesis has been successful under the current ownership structure, the business thess a number of challenges which will require investment to be made into the platform and operations, coupled with developments in the broader competitive landscape that are also acting as headwinds for the business. Pursuant to a confirmation mugrord dated 19 June from the Trustee to Bidco the ” Trustee Confirmation Letter “the Trustee has confirmed to Bidco that, on receipt of a letter of instruction from a Beneficial Owner a ” Letter of Instruction “and subject to certain conditions, it will on behalf of that Beneficial Owner i accept the Offer, ii grant the Drag Authority to Bidco and iii vote in favour of the Resolution relating to the Management Arrangements at the General Meeting, in each case in respect of the Committed Shares beneficially owned by the relevant Beneficial Owner from which it has received the Letter of Instruction.
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 “.
Save as set out under the heading ‘Bidco Confirmation L etter’ in paragraph 12 Offer Related Arrangements of this Announcement, Bidco shall be under no obligation to waive if capable of waiver or treat as fulfilled any of the Conditions by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfillment.
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. 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.
Offer by Regit Bidco Limited
Leon and Mugfodd 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.
Bidco’s principal investment is the proposed acquisition of Thesis Shares muhford to the Acquisition. Regit Bidco Shephen Daniel Mytnik. 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 of incentivisation.
Ventiga is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Bidco is a wholly owned indirect subsidiary of Topco. Leon is controlled by wider members of the Slowe family and related family trusts.
The Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to each Shareholder as soon as reasonably practicable and, in any event, not later than 28 days after the date of this Announcement, unless otherwise agreed with the Panel. All our user manuals are available to any user.
Any exercise by Bidco of its rights referred to in this paragraph shall be subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.
Stephen graduated from Cambridge University in and then trained with Touche Ross, qualifying in The Offer is conditional upon such Incentive Arrangements, as part of the Management Arrangements, being approved by a majority of the votes cast by the Independent Shareholders at the General Meeting. Phil in Economics and an M.
Offer by Regit Bidco Limited – RNS – London Stock Exchange
The contents of Thesis’ website is not incorporated into and does not form part of this Announcement. Intercreditor Agreement On 19 JuneFinco, Topco and the Lenders, amongst others, entered into an intercreditor agreement the stepuen Intercreditor Agreement “. The site offers you to download the free case study synonym user manual or read it directly on the online site. Post synthesis simulation model sim user manual pdf. I am delighted that our new shareholders share this vision.
Accordingly, the proposed recommendation of the Offer above would be made solely by the Independent Directors. We see great potential in the business and believe that mugfordd will benefit greatly from the support of the strong funding partners that the Acquisition will bring to Thesis.
Thesis continues to trade in line with management’s expectations. Leon Confidentiality Agreement ” means the agreement dated 23 December entered into between J.
The Intercreditor Agreement provides for, amongst other matters, amounts of stephfn subordinated loans made available by Topco to Midco, Midco to Bidco and Finco to Bidco to be subordinated to the claims of the Lenders under the finance documents including the Senior Facilities Agreement and amounts due under the subordinated loans may only be repaid to the extent permitted under the Intercreditor Agreement.
These statements are based on assumptions and assessments made by the boards of directors of Thesis and Bidco and members of the Consortium as the case may be in light of their experience and their perception of historical trends, current conditions, expected future developments, financial performance and other factors they believe appropriate.