공시 • Aug 09
Bloom Equity Fund I, LP and Bloom Equity Fund I-A, LP, are funds managed by Bloom Equity Partners Management, LLC completed the acquisition of GRC International Group plc (AIM : GRC) from Canaccord Genuity Asset Management Limited, Nigel Wray, Alan Calder, Andrew Brode, Richard Piper, Chris Hartshorne and other shareholders.
Bloom Equity Fund I, LP and Bloom Equity Fund I-A, LP, are funds managed by Bloom Equity Partners Management, LLC entered into an letter of intent to acquire GRC International Group plc (AIM : GRC) from Canaccord Genuity Asset Management Limited, Nigel Wray, Alan Calder, Andrew Brode, Richard Piper, Chris Hartshorne and other shareholders for approximately £8.6 million on June 4, 2024, Bloom Equity Fund I, LP and Bloom Equity Fund I-A, LP, are funds managed by Bloom Equity Partners Management, LLC entered into an agreement to acquire GRC International Group plc (AIM : GRC) from Canaccord Genuity Asset Management Limited, Nigel Wray, Alan Calder, Andrew Brode, Richard Piper, Chris Hartshorne and other shareholders for approximately £8.626 million on June 5, 2024. The acquisition price for each GRC Share will be £0.08 in cash. The acquisition values GRC's entire issued, and to be issued, ordinary share capital at approximately £8.6 million on a fully diluted basis, to be implemented by means of a scheme of arrangement. The Offerors has received irrevocable commitments and a letter of intent to vote in favor of the resolutions relating to the Scheme and the acquisition at the Meetings, in respect of, in aggregate, 71,210,415 GRC Shares, representing approximately 66% of the existing issued ordinary share capital of GRC as at June 4, 2024, being the Business Day prior to the date of this announcement. The GRC Directors intend to recommend unanimously that GRC Shareholders vote in favor of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as the GRC Directors who hold GRC Shares have irrevocably undertaken to do in respect of their own beneficial holdings totaling 44,002,640 GRC Shares, representing approximately 40.8% of the existing issued ordinary share capital of GRC. In addition, the Offeror received an irrevocable undertakings from Nigel Wray in respect of, in aggregate, 12,217,775 GRC Shares, representing approximately 11.3% of the existing issued ordinary share capital of GRC. The Offerors also received a letter of intent from Canaccord Genuity Asset Management Limited to instruct their custodian to vote in favour of the Acquisition in respect of, in aggregate, 14,990,000 GRC Shares, representing approximately 13.9%.
The Scheme must be approved by a majority in number of GRC Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75%. or more in value of the Scheme Shares voted and regulatory requirements of the relevant jurisdictions. In addition, a special resolution implementing the Scheme GRC must be passed by GRC Shareholders representing at least 75% of votes cast at the General Meeting. The Acquisition is currently expected to complete during the third quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions. The cash consideration payable by Offerors under the terms of the acquisition will be financed by an equity investment indirectly into Bidco from the Bloom Funds. Bloom Funds may between themselves agree to provide an aggregate cash amount equal to £9,864,540 to Bidco in different proportions to the Individual Equity Commitments. Bidco has no intention to make any material change to the conditions of employment of GRC employees and expects that GRC's non-executive directors will resign from the GRC Board upon completion of the acquisition. Prior to the Acquisition becoming effective, GRC will make an application to the London Stock Exchange for the cancellation of the admission to trading of GRC Shares on AIM, and is intended that GRC will be re-registered as a private limited company as part of the Scheme and for this to take effect as soon as practicable on or following the Effective Date in August 2024. The Scheme's Long Stop Date is dated on December 31, 2024. GRC Directors intend to recommend unanimously that GRC Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. Bidco will pay financial and corporate broking advice: approximately £0.225 million, legal advice: approximately £0.25 million; accounting and tax advice: £0.1 million; other professional services: approximately £0.5 million; and other costs and expenses: approximately £0.5 million. GRC will pay financial and corporate broking advice: approximately £0.38 million; legal advice: approximately £0.20 million; other professional services: approximately £0.65 million; and other costs and expenses: £5,250. As of July 30, 2024, GRC Board is pleased to announce that at the GRC Meetings, each held earlier today to consider the resolutions relating to the Acquisition, all resolutions proposed and GRC Shareholders approved a special resolution. The scheduled Scheme Court Hearing to sanction the Scheme on August 6, 2024 and Effective Date is on August 8, 2024. AS of August 6, 2024, GRC announces that, Court of Justice in England and Wales granted the Scheme Court Order sanctioning the Scheme.
Henrik Persson, Marc Milmo, Fergus Sullivan and Rory Sale of Cavendish Capital Markets Limited is acting as financial adviser to Bloom Equity; Andrew Robinson and Anthony Gahan of Wyvern Partners Limited is acting as financial adviser exclusively to GRC. Phil Davies and James Fischer of Singer Capital Markets Advisory LLP is acting as financial adviser and fairness opinion provider to GRC. Fladgate LLP is acting as legal adviser to Bloom Equity. Mills & Reeve LLP is acting as legal adviser to GRC. Equiniti Limited is acting as GRC's registrar.
Bloom Equity Fund I, LP and Bloom Equity Fund I-A, LP, are funds managed by Bloom Equity Partners Management, LLC completed the acquisition of GRC International Group plc (AIM : GRC) from Canaccord Genuity Asset Management Limited, Nigel Wray, Alan Calder, Andrew Brode, Richard Piper, Chris Hartshorne and other shareholders on August 8, 2024. As previously announced, trading in GRC Shares on AIM was suspended today and the cancellation of the listing and admission to trading of GRC Shares on AIM will take effect from 9 August 2024. As a result of the Scheme becoming Effective, share certificates in respect of Scheme Shares have ceased to be valid documents of title, and any entitlements to Scheme Shares held in uncertificated form in CREST have been cancelled. Settlement of the cash consideration due to Scheme Shareholders will occur within 14 days. As on August 9, 2024, The following securities have been cancelled from trading on AIM with effect from the time and date of this notice.