The Offer is to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act. Additionally, the Management Team will reinvest part of the proceeds from the sale of their Ordinary Shares arising on exercise of their Thesis Options pursuant to the Offer by subscribing for additional preference shares in Topco. The Offer will be subject to the following conditions:. Leon and the Ventiga Members intend to support Thesis in continuing to develop and execute management’s existing growth strategy. It is envisaged that Shareholders will grant the Drag Authority to Bidco by specifically marking a cross in the relevant box in the Form of Acceptance. Sarah has over 25 years’ experience in collective investment schemes and has held a variety of roles spanning operations, product and relationship management.
Debenture On 19 June , Bidco, Midco and Finco entered into an English law debenture the ” Debenture ” in favour of the Security Agent under which they have provided security over all of their assets including the shares of Finco owned by Midco from time to time. Please note that addresses, electronic addresses and certain other information provided by Shareholders and other relevant persons for the receipt of communications from Thesis may be provided to an offeror as required under the Takeover Code. Neither PwC 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 PwC in connection with the matters referred to in this Announcement, or otherwise. Further details regarding the C ordinary shares, D ordinary shares, preference shares and the Subsidiary Performance Shares are set out in paragraph 9 of this Announcement. No member of the Bidco Group has paid any dividends or prepared any historical financial accounts. Ventiga has also agreed not to solicit any officer, employee or consultant of the Thesis Group.
As such, if the Offer is declared by Bidco to be unconditional in all respects, the remaining Shareholders could be compelled to sell their Ordinary Shares to Bidco in accordance with the terms of the formal Offer, to be set out in the Offer Document and the Form of Acceptance.
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 ssave to the extent that these details have previously been disclosed under Rule 8.
Thesis Asset Management appoints two new board members
The following documents will be published by no later than In view of their proposed involvement with the Bidco Group, David Tyerman and Stephen Mugford have not participated in the consideration of the Acquisition or the formulation of advice to Independent Shareholders. Hundreds of advisers report non-compliant PII cover. Please be aware that addresses, electronic addresses and certain other information provided by Shareholders and other relevant persons for the receipt of communications from Thesis may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.
Introduction The Independent Directors of Thesis Asset Management plc ” Thesis ” and the board of directors of Regit Bidco Limited ” Bidco ” are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire all of the issued and to be issued Ordinary Shares of Thesis the ” Offer “. This will result in a total of 88 per cent. Notwithstanding this, the business faces a number of challenges which will require investment in the platform and operations, coupled with developments in the broader competitive landscape that are also acting as headwinds.
Percentage of Thesis’ issued ordinary share capital. A copy of this Announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Thesis’ website at http: Earlier in her career, Sarah held fund related positions at Smith and Williamson and Fidelity International.
How to assess suitability and risk for vulnerable clients –
The Offer Under the terms of the Offer, which will be subject to the Conditions and certain further terms referred to in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document and the Form of Acceptance, Shareholders will be entitled to receive: Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should ton in hard copy form by submitting a request to the company secretary of Thesis at the registered office address of Thesis.
He specialises in managing third party investment managers, high net worth families, estates and institutions. In aggregate, the Management Team will hold Leon Confidentiality Agreement ” pursuant to which J. However, Mr Richards warns: More on Your Industry. Bidco Confirmation Letter Pursuant to the terms of a confirmation and undertaking letter dated 19 June from Bidco to the Gammin Directors of Thesis in relation to certain Conditions of the Offer the ” Bidco Confirmation Letter “: Security Interest Agreements On 19 JuneMidco entered into a Jersey law security interest agreement in favour of the Security Agent under which Midco has provided security over the shares of Bidco and certain related rights owned by Midco from time to time.
Sarah has over 25 years’ experience in collective investment schemes and has held a variety of roles spanning operations, product and relationship management.
Thesis Asset Management appoints two new board members – MRM
In such event, the scheme of arrangement in relation to the Ordinary Shares will be implemented on substantially the same terms as those which would apply to the Offer subject to appropriate amendments. Financing Gamjon cash consideration payable under the Offer will be provided by Bidco indirectly from the subscription for equity under the Joint Bidding Deed and drawdown under the Senior Facilities Agreement, in each case as thssis to in paragraph 9 of this Announcement.
The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. Ventiga Confidentiality Agreement Ventiga and Thesis entered into a confidentiality agreement on 23 December the ” Ventiga Confidentiality Agreement ” pursuant to which Ventiga has agreed to keep confidential information agmmon to the Thesis Group and to not disclose it to third parties other than permitted disclosees other than with the prior written consent of one of the Independent Directors, as required by the Panel or as permitted or required by any provision of the Takeover Code.
Pursuant to a confirmation letter dated 19 June from the Trustee to Bidco the ” Trustee Confirmation Letter “the Trustee has confirmed to Bidco that, on receipt of a letter of instruction from a Beneficial Owner a ” Letter of Instruction “and subject to certain conditions, it will on behalf of that Beneficial Owner i accept the Offer, ii grant the Drag Authority to Bidco and iii vote in favour of the Resolution relating to the Management Arrangements at the General Meeting, in each case in respect of the Committed Shares beneficially owned by the relevant Beneficial Owner from which it has received the Letter of Instruction.
The Offer shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document.
How to assess suitability and risk for vulnerable clients
The preference shares are thesid upon the earlier of an exit event and 7 years following the date of completion of the Acquisition whichever is the earlier and subject to compliance with relevant law provided that the redemption date may be extended with the approval of the holders of the majority of the A ordinary shares and B ordinary shares in Topco.
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Niclas was previously Managing Director at Towerbrook in London for 8 years. The Acceptance Condition is not subject to this provision of the Takeover Code. I am pleased also to have been able to work with current shareholders’ representatives on the Board to get to this point so amicably, and I thank them for their support.
Ventiga and Thesis entered into a confidentiality agreement on 23 December the ” Ventiga Confidentiality Agreement ” pursuant to which Ventiga has agreed to keep confidential information relating to the Thesis Group and to not disclose it to third parties other than permitted disclosees other thessis with the prior written consent of one of the Independent Directors, as required by the Panel or as permitted or required by any provision of the Takeover Code.
Save for activities in connection with the making, implementation and financing of the Acquisition, no member of the Bidco Group has carried on any business prior to the date of this Gammom, nor has it entered into any obligations. Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form by submitting a request to the Company secretary of Thesis at the registered office address of Thesis.