Announcement • Aug 20
Bridgepoint Advisers Limited completed the acquisition of the remaining 99.5% stake in Alpha Financial Markets Consulting plc (AIM:AFM) from Kenneth Fry, Jill May and other shareholders.
Bridgepoint Advisers Limited made a non-binding indicative offer to acquire the remaining 99.5% stake in Alpha Financial Markets Consulting plc (AIM:AFM) from Kenneth Fry, Jill May and other shareholders for approximately £600 million on May 1, 2024. Bridgepoint Advisers will pay £5.05 per share. The Independent Directors of Alpha FMC have concluded that they would be minded unanimously to recommend the proposal to Alpha FMC shareholders. Bridgepoint either announce a firm intention to make an offer or announce that it does not intend to make an offer by June 20, 2024. As of June 20, 2024, Bridgepoint Advisers have reached agreement on the terms of a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Alpha FMC. The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Alpha FMC and Scheme Shareholders. The Final Offer Price is final and will not be increased, except that Offeror reserves the right to increase the Final Offer Price. The Offeror has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting from those Alpha FMC Independent Directors who hold Alpha FMC Shares in respect of their own beneficial shareholdings, totaling 46,397 Alpha FMC Shares representing approximately 0.04%. of the issued ordinary share capital of Alpha FMC. The Offeror has also received, pursuant to the Rollover Arrangements, undertakings to vote in favour of the Special Resolution at the General Meeting from the Rolling Managers who hold, in aggregate, 3,471,927 Alpha FMC Shares representing approximately 2.85% of the issued ordinary share capital of Alpha FMC. Alpha FMC Independent Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting, Alpha FMC Shareholders vote in favour of the Special Resolution at the General Meeting and Alpha FMC Independent Shareholders. Euan Fraser is acting in concert with the Offeror, was the registered holder of 615,637 Alpha FMC Shares; and giving a total number of 121,394,099 Alpha FMC Shares that are not owned by Offeror or a person acting in concert with Offeror. If the Scheme is approved by the Scheme Shareholders and the Resolutions are approved by Alpha FMC Shareholders, the Court sanctions the Scheme, all other Conditions to the Acquisition are satisfied or (if capable of waiver) waived and the Scheme becomes Effective in accordance with its terms, then, under the anticipated timetable, it is expected that dealings in Alpha FMC Shares will be suspended on 19 August 2024, the second Business Day following the Sanction Hearing, the Scheme will become Effective on the same day and the cancellation of the admission to trading of Alpha FMC Shares on AIM will take effect on 20 August 2024, the following Business Day.
The Acquisition is subject to, among other things, approvals of the relevant Alpha FMC Shareholders, the sanction of the Scheme by the Court, Antitrust, regulatory clearances and Third Party approvals. Alpha FMC Shares held by Rolling Managers are not subject to the Scheme. The Bridgepoint Fund has committed, that sufficient resources are available to Offeror to satisfy in full the cash consideration payable to Scheme Shareholders. Bidco has also obtained a signed commitment letter from certain lenders in respect of debt financing which may be used towards, inter alia financing part of the consideration paid or payable under the terms of the Acquisition; refinancing any existing indebtedness of Alpha FMC and certain members of the Alpha FMC Group; and financing or refinancing any fees, costs and expenses related to or incurred or charged in connection with the Acquisition and/or its financing. The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the Court, the London Stock Exchange and the FCA. On the Effective Date, Alpha FMC will become a subsidiary of Offeror. It is intended that, following the Effective Date, Alpha FMC will delist from the London Stock Exchange and cancel trading in Alpha FMC Shares on AIM will be re-registered as a private limited company. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document. The Acquisition is expected to complete during Q3 2024. As of 12 July 2024, Bidco entered into an interim facilities agreement with, among others, ADS Holdings (Lux) S.à r.l., KKR European Direct Lending Designated Activity Company, KKR EDL III (EUR) Designated Activity Company, CVC Credit Partners European Direct Lending III SPV (Unlevered) S.à.r.l., CVC Credit Partners European Direct Lending III SPV (Levered) S.à.r.l., CVC Credit Partners European Direct Lending Fund IV SPV (Unlevered) S.à r.l., CVC Credit Partners European Direct Lending Fund IV SPV (Levered) S.à r.l., CVC Private Credit Fund (WH) S.à r.l. and CVC Credit Partners Private Credit 2023-1 SPV S.à r.l. As of July 23, 2024, Bidco and the Bridgepoint Investors entered into a deed of amendment (the "Deed of Amendment") pursuant to which Bidco and the Bridgepoint Investors agreed to amend the terms of the ECL. Pursuant to the Deed of Amendment, each Bridgepoint Investor's Individual Commitment set out in the ECL was amended as set out in the Deed of Amendment. As of August 12, 2024, Alpha Financial Markets Consulting's Scheme Shareholders voted in favor of the resolution to approve the Scheme at the Court Meeting and General Meeting to approve the implement the Scheme. Scheme Sanction Hearing is scheduled to be held in the High Court on August 15, 2024. As of August 15, 2024, High Court in England and Wales today issued the Court Order sanctioning the Scheme. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies for registration, which is expected to occur on August 19, 2024.
Philip Noblet, James Umbers, Daniel Frommelt and Harry Bourne of Jefferies International Limited and; Mark Barrow, Andrew Buchanan, Michael Nicholson and Marc Jones of Peel Hunt LLP acted as financial advisor to Bridgepoint. Jonathan Arrowsmith and Edward Thomas of Investec Bank plc; and Toby Flaux, Miles Cox, James Thompson and Alix Mecklenburg-Solodkoff of Joh. Berenberg, Gossler & Co. KG, London Branch acted as financial advisor & fairness opinion provider to Alpha Financial Markets Consulting, respectively. Matt Hamilton-Foyn, Chris Sabine and Stephen Lloyd, Nick Hallam and Robin Harvey of Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint and Bidco. Adam Hastings and Lucy Robson, Guan Xian Loh and Aprille Lou, Richard Hunt and Tom Hopwood, Jonathan Fletcher Rogers and Leah Fisher of Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC. Computershare Investor Services PLC is the registrar for Alpha FMC.
Bridgepoint Advisers Limited completed the acquisition of the remaining 99.5% stake in Alpha Financial Markets Consulting plc (AIM:AFM) from Kenneth Fry, Jill May and other shareholders on August 19, 2024. As the Scheme has now become Effective,Alpha FMCduly announces that, as of today's date, Kenneth Fry, Penelope Judd, Maeve Byrne, and Jill May have tendered their resignations and have stepped down from theAlpha FMCBoard. The listing of Alpha FMC Shares on AIM was suspended with effect from today. It is expected that the admission to trading of Alpha FMC Shares on AIM will be cancelled with effect from August 20, 2024.
