21 Nov 2022 10:17
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
21 November 2022
RECOMMENDED CASH OFFER
by
BECKETTS BIDCO LIMITED
(a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited)
for
EUROMONEY INSTITUTIONAL INVESTOR PLC
Update on Financing Arrangements
On 18 July 2022, Becketts Bidco Limited ("Bidco"), a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l. ("Astorg") and Epiris LLP ("Epiris", and together with Astorg, the "Consortium") announced that it had reached agreement on the terms of a recommended all-cash offer for the entire issued and to be issued ordinary share capital of Euromoney Institutional Investor PLC ("Euromoney") (the "Recommended Offer"). Under the terms of the Recommended Offer, Euromoney Shareholders will be entitled to receive 1,461 pence in cash per Euromoney Share.
The Recommended Offer is proposed to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), and is subject to the terms and conditions set out in the scheme document that was published on 12 August 2022 (the "Scheme Document"). The Scheme and its implementation were approved on 8 September 2022 at the Court Meeting and General Meeting. The Court Hearing in relation to the Scheme is due to take place on 22 November 2022.
Capitalised terms used but not defined in this announcement having the meaning given to them in the
Scheme Document.
Entry into Senior Facilities Agreement
In the Scheme Document (see Part VII, paragraph 8.2(c)), it was stated that on 18 July 2022, Bidco, Ares Management Limited as interim facility agent and interim security agent and Ares Management Limited for and on behalf of funds or other accounts managed or advised by Ares Management Limited, Ares Management UK Limited and/or Ares Management Luxembourg and/or any affiliate or related fund of the foregoing (together, the "Ares Finance Parties"), among others, had entered into the Interim Facilities Agreement.
Bidco announces that, on 18 November 2022 it and its parent company Maggotts Midco Limited entered into a senior facilities agreement (the "Senior Facilities Agreement") with the Ares Finance Parties which replaces the Interim Facilities Agreement. In addition, Bidco announces that Lloyds Bank plc has replaced certain of the Ares Finance Parties as lender under the super senior multicurrency revolving credit facility in an aggregate principal amount of £30,000,000 to be made available to Bidco pursuant to the Senior Facilities Agreement.
A copy of the Senior Facilities Agreement is now available on Bidco and Euromoney's websites at https://www.electron-offer.com/ and www.euromoneyplc.com/investors/offer respectively.
Enquiries:
Astorg
James Davis +44 20 3443 8450
Michal Lange
Epiris
Ian Wood +44 20 7214 4200
Chris Hanna
Greenbrook (Public Relations Adviser to the Consortium and Bidco)
Robert White +44 20 7952 2000
James Madsen becketts@greenbrookadvisory.com
Matthew Goodman
BofA Securities (Joint Financial Adviser to the Consortium and Bidco)
Geoff Iles +44 20 7628 1000
George Close-Brooks
Alex Newman
Raymond James (Joint Financial Adviser to the Consortium and Bidco)
Stuart Sparkes +44 20 3798 5713
George Watson
Latham & Watkins LLP are retained as legal adviser to the Consortium and Bidco.
Important information
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for the Consortium and Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, 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 BofA Securities in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Consortium and Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James 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 Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Bidco's website at www.electron-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
About Astorg
Astorg is a global private equity firm with €17 billion of assets under management. Astorg has valuable industry expertise in healthcare, software, business-to-business professional services and technology-based industrial companies and is focused on companies with market leading positions, selling highly differentiated products or services.
About Epiris
Epiris is a long established and successful private equity firm based out of London. Epiris focuses particularly on businesses that have been embedded within a larger corporate, where a tailored approach and investment in organic and acquisitive growth can drive a transformation in performance.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. 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.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.