All of the Ordinary Shares are registered in the name of the Trustee and are held on bare trust for the benefit of the Beneficial Owners. The Irrevocable Commitment Letters referred to above therefore comprise commitments from the Beneficial Owners to instruct the Trustee to: Use code ‘FPJSaver10’ on checkout to save on selected packages. 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 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. If the holder s of at least 65 per cent. Certain matters arising as a result of any arrangement, agreement, etc. Hundreds of advisers report non-compliant PII cover.
Ventiga’s core strategy is to actively look for companies with rapid expansion potential in growing industries and targets businesses with leadership positions and attractive margins. A full list of the Conditions is set out in Appendix I of this Announcement. Page 1 of 3 Previous Next. The Offer will be conditional on Bidco being granted the Drag Authority in such manner by Shareholders who, in aggregate, hold Ordinary Shares representing at least 65 per cent. The per cent.
Forward-looking statements This Announcement contains certain forward-looking statements with respect to the theeis condition, results of operations and business of the Thesis Group and the Bidco Group and certain plans and objectives of the gammob of Thesis and Bidco with respect thereto. Part of the consideration to be paid to the Management Team for the sale of their 45 gam,on cent.
The following documents will be published by no later than Shareholders should be aware that if the Offer becomes or is declared unconditional in all respects, Bidco intends to use the Drag Authority or statutory squeeze-out provisions depending on the level of acceptances received to acquire all remaining Ordinary Shares which have not been assented to the Offer. It works closely with management to fulfil the long term potential of the companies it invests in.
Today, the thesjs is divided into three areas, Thesis Asset Management, a UK regional private client investment manager, Tutman, an Authorised Corporate Director ” ACD ” business that operates collective investment schemes, and Pallant, and provider of financial planning services.
The company is a corporate member of the IFP. However, Mr Richards warns: The cash consideration gammpn 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 referred to in paragraph 9 of this Announcement.
But while there is an element of truth in claiming older people are generally more vulnerable, thanks to age and in some cases, age-related dementia, the truth is anybody can become a vulnerable client at any time. No final decision however has been taken in respect of which such executives will be invited to subscribe for D ordinary shares or Subsidiary Performance Shares. In this regard, the Independent Directors have resolved that in the context of the value attributed to the Thesis Group pursuant to the Offer, the number of Ordinary Shares over which David Tyerman’s and Stephen Mugford’s Thesis Options may be exercised shall be reduced by 3, to 17, Ordinary Shares and by 1, to 7, Ordinary Shares respectively.
The Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to each Shareholder as soon as reasonably practicable and, in any event, not later than 28 days after the date of this Announcement, unless otherwise agreed with the Panel.
It is intended that, after the Offer has become, or been declared, unconditional in all respects, certain executives of the Thesis Group will be invited to subscribe for D ordinary shares in Topco or Subsidiary Performance Shares in order to incentivise such persons. 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.
Reduction of Offer consideration in the event of a dividend s or other distribution s The Ordinary Shares will be acquired under the Offer with full title guarantee fully paid and free hhesis all liens, restrictions, charges, equitable interests, encumbrances, rights of pre-emption and any other third-party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Announcement or subsequently attaching to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions if any declared, made or paid, or any other return of capital whether by way of reduction of share capital or share premium account or otherwise made on or after the date of this Rony.
The Offer is to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act. Further details regarding the C ordinary shares, D ordinary shares, preference shares and the Subsidiary Performance Shares are set tammon in paragraph 9 of this Announcement. Home About Us About us Advertising. Bidco was incorporated on 30 March under the laws of Jersey with registered numberformed at the direction of J.
Industry urged to help vulnerable access financial services. Whilst Gregory Dalton and Anthony Gammon are also Directors of Thesis and are not part of the Consortium, due to their proposed ongoing interests as directors of Thesis following completion of the Acquisition they are not considered to be independent for the purposes of the Offer. Any exercise by Bidco of its rights referred to in this paragraph shall be subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.
As at the close of business on the Latest Practicable Date, save in respect of the Thesis Options thess by David Tyerman and Stephen Mugford as disclosed in paragraph 11 toyn this Announcement and the Irrevocable Commitment Letters as detailed in Appendix III to this Announcementneither Bidco nor any of its directors, nor, so far as Bidco is aware, any person acting in concert within the meaning of the Takeover Code with it has:.
Please be aware that addresses, electronic addresses and certain other information provided by Shareholders and other relevant persons tkny 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 Toony. Paraplanning News Paraplanner Powwows.
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Ventiga will not itself provide any part of the cash resources for Bidco to satisfy the cash consideration required to be paid pursuant to the Acquisition. We have been impressed by the strong proposition that Thesis has built, underpinned by excellent fund performance and a loyal client base and we very much look forward to working with the management team following completion of the Acquisition. Ventiga’s core strategy is to actively look for companies with rapid expansion potential in growing industries and targets businesses with leadership positions and attractive margins.
The following definitions apply throughout this Announcement unless the context requires otherwise: 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.
The D ordinary shares are to be issued to the Management Team by way of incentivisation and form part of the Incentive Arrangements.
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Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Thesis, Bidco or any member of the Consortium can give any assurance that such expectations will prove to have been correct and you are therefore cautioned to not place undue reliance on these forward-looking statements which speak only as at the date of this Announcement.
Furthermore and as referred to abovew hilst Gregory Dalton and Anthony Gammon are not part of the Consortium, due to their proposed ongoing interests as directors of Thesis following completion of gammkn Acquisition they are not considered to be independent for the purposes of the Offer.
The preference shares to be issued in Topco will be non-voting and will bear an interest rate of 10 per cent.