THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS OR WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014), WHICH IS PART OF THE LAWS OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND CERTAIN OTHER ENACTING MEASURES ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
10 September 2021
Gresham House plc
("Gresham House" or the "Company")
Gresham House plc (LON: GHE), the AIM-quoted specialist alternative asset manager, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 25 pence each in the Company ("New Ordinary Shares") at an issue price of 910 pence per New Ordinary Share (the "Issue Price") up to a value of £2.0 million, which is at a discount of 2.15 per cent to the closing mid-market price on 9 September 2021. The Company is also conducting a placing of new Ordinary Shares (the "Cash Placing") and new Ordinary Shares to be issued as consideration pursuant to the Acquisition (as defined below) (the "Vendor Placing"), in each case at the Issue Price, by way of an accelerated bookbuild process (the Cash Placing and Vendor Placing being hereinafter referred to as the "Placing"), as announced earlier today.
The Company has also today announced the proposed acquisition of the Venture Capital Trust ("VCT") business of Mobeus Equity Partners LLP ("Mobeus") for an initial consideration of £24.0 million, with further consideration of up to £12.1 million payable over a three-year period and subject to the achievement of certain criteria (the "Acquisition").
The PrimaryBid Offer and the Placing are conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM ("Admission"). Admission in respect of the New Ordinary Shares which are the subject of the PrimaryBid Offer is expected to take place at 8.00 a.m. on 17 September 2021. The PrimaryBid Offer will not be completed without the Cash Placing also being completed.
The intended net proceeds of the PrimaryBid Offer will be used to fund development projects such as battery storage and solar projects, which are intended to be acquired by vehicles managed by Gresham House, thereby creating value for shareholders.
The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. After consideration of the various options available to it, the Company believes that the separate PrimaryBid Offer, which will give retail investors the opportunity to participate in the Company's equity fundraising, alongside the Placing, is in the best interests of shareholders as well as wider stakeholders in the Company. Accordingly, Gresham House is pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close at 11.00 a.m., on 10 September 2021. The PrimaryBid Offer may close early if it is oversubscribed. There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer.
Subscriptions under the PrimaryBid Offer will be considered by the Company, with allocation preference to be given to the Company's existing retail investors. Subscriptions are subject to conditions which are available to view on PrimaryBid.com. Aggregate demand under the PrimaryBid Offer will be limited to EUR 8 million, as is legally required.
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, such application cannot be withdrawn.
Application will be made to London Stock Exchange plc for the New Ordinary Shares to be issued pursuant to the PrimaryBid Offer to be admitted to trading on AIM with Admission and settlement in respect of the New Ordinary Shares which are the subject of the PrimaryBid Offer expected to take place at 8.00 a.m. on 17 September 2021. The PrimaryBid Offer will not be completed without the Cash Placing also being completed.
For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at firstname.lastname@example.org.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares then in issue, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Gresham House plc
Tony Dalwood, Chief Executive Officer
Kevin Acton, Chief Financial Officer
+44 (0)20 3837 6270
Fahim Chowdhury / James Deal
Canaccord Genuity Limited - Nominated Adviser, Joint Global Co-Ordinator, Joint Bookrunner and Joint Broker
+44 (0)20 7523 8000
Houston - PR advisors
+44 (0)20 4529 0549
Details of the Offer
The PrimaryBid Offer is being made in accordance with the exemptions from the requirement for a prospectus set out in the Prospectus Regulation Rules Sourcebook of the Financial Conduct Authority ("FCA"). As such, a prospectus is not required to be published in, or approved by the FCA, in connection with the PrimaryBid Offer.
For further details, please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.
Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
The distribution of this announcement and the offering, placing and/or issue of the New Ordinary Shares the subject of the PrimaryBid Offer in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, agents, directors, officers or employees that would permit an offer of the New Ordinary Shares the subject of the PrimaryBid Offer or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares the subject of the PrimaryBid Offer in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, its advisers, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the AIM Rules, the UK version of the Market Abuse Regulation (EU 596/2014), which is part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures ("UK MAR"), the Disclosure Guidance and Transparency Rules or the rules of the London Stock Exchange.
Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company pursuant to the PrimaryBid Offer carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for any New Ordinary Shares the subject of the PrimaryBid Offer. Investors should take independent advice from a person experienced in advising on investments in securities such as the New Ordinary Shares the subject of the PrimaryBid Offer if they are in any doubt.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The New Ordinary Shares the subject of the PrimaryBid Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.