GHT.L Regulatory News (GHT)

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER, RECOMMENDATION OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GRESHAM TECHNOLOGIES PLC. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION.

NEITHER THIS ANNOUNCEMENT, NOR ANY COPY OF IT, MAY BE TAKEN OR TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION (EACH, A "RESTRICTED JURISDICTION").

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)

28 May 2021

Gresham Technologies plc

PrimaryBid Offer

Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the leading software and services company that specialises in providing solutions for data integrity and control, banking integration, payments and cash management, is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of up to 625,000 new ordinary shares of 5 pence each (the "Ordinary Shares") in the Company (the "Retail Offer Shares") at an issue price of 160 pence per Retail Offer Share (the "Issue Price"), which does not represent any discount to the closing mid-market price of the Ordinary Shares on 27 May 2021, being the latest practicable date prior to this announcement.

The Company has also announced that it has, along with its wholly-owned subsidiary, Gresham Enterprise Storage, Inc., entered into a conditional agreement with the stockholders (the "Vendors") of Electra Information Systems, Inc. ("Electra"), a US-based provider of post-trade processing software solutions and services, to purchase the entirety of the issued and outstanding shares of common stock of Electra (the "Acquisition") on a debt free, cash free basis for a total cash consideration of up to US$38.6 million (£27.2 million) (the "Total Consideration") comprising US$28.95 million (£20.4 million) in upfront consideration (the "Initial Consideration") and up to US$9.65 million (£6.8 million) (figures based on an exchange rate of GBP £1.00 = US$ 1.419) in deferred consideration (subject to the achievement of performance criteria). The Company is also conducting a placing of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process being undertaken by Nplus1 Singer Capital Markets Limited (the "Placing") as announced earlier today.

The Retail Offer and the Placing are each conditional on the new Ordinary Shares to be issued pursuant thereto being admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). The Placing and Acquisition are, inter alia, conditional on the approval by the requisite majorities of shareholders of the applicable resolutions to be proposed at a general meeting expected to be held at 10:00 a.m. on 21 June 2021. Admission is expected to take place at 8.00 a.m. on 22 June 2021. The Retail Offer will not be completed without the Placing and Acquisition also being completed. The Retail Offer is conditional upon Admission becoming effective.

The Company will use the net proceeds raised by it in respect of the Placing and Retail Offer and its existing cash resources to fund the Initial Consideration payable in respect of the Acquisition.

Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, made via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close no later than 11:00 a.m. on 28 May 2021. The Retail Offer may also close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid also reserve the right to reject any application for subscription made under the Retail Offer without giving any reason therefor.

No commission or other fees will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. However, it is important to note that, once an application for Retail Offer Shares has been made and accepted via PrimaryBid, that application cannot be withdrawn.

For further information on PrimaryBid and the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The Retail Offer Shares will, when issued and fully paid, be free of all liens, charges and encumbrances and will rank pari passu in all respects with each other and with the Company's existing Ordinary Shares and with those new Ordinary Shares to be issued pursuant to the Placing.

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over many years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is being made under the exemptions against the need for a prospectus allowed under the Prospectus Rules made by the Financial Conduct Authority pursuant to section 73A of FSMA (the "Prospectus Rules"). As such, there is no need for the publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any Restricted Jurisdiction or into any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, is available to all persons who register with PrimaryBid.

Proposed 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 Retail Offer Shares and an investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com and in the separate announcement made in respect of the Placing and the Acquisition before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investments in securities such as the Retail Offer Shares if they are in any doubt. 

Note to editors

Gresham Technologies plc is a software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com.