Ventiga is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market. Industry urged to help vulnerable access financial services. In providing advice to the Independent Directors in relation to the Offer and the Management Arrangements, Evercore has taken into account the commercial assessments of the Independent Directors. 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. Additionally, and as part of the Incentive Arrangements, it is proposed that certain executives in the Thesis Group will be invited to subscribe for D ordinary shares in Topco or shares in subsidiary undertakings of Topco that derive their value by reference to the performance of the relevant subsidiary undertaking in respect of which the relevant executive performs his role ” Subsidiary Performance Shares “.
The Deloitte paper states: Although the discussions in relation to the terms of the Subsidiary Performance Shares are not as advanced as the D ordinary shares, the Consortium expects them to have similar non-economic related rights as the D ordinary shares and also be subject to customary leaver provisions. Specifically, in deciding whether to recommend the Acquisition, the Independent Directors have taken into account the following considerations. Bidco is a wholly owned indirect subsidiary of Topco. Save as set out under the heading ‘Bidco Confirmation L etter’ in paragraph 12 Offer Related Arrangements of this Announcement, Bidco shall be under no obligation to waive if capable of waiver or treat as fulfilled any of the Conditions by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfillment. Daniel was previously a partner at Palamon Capital Partners in London until the end of Advising on pension strategies with vulnerable clients.
Thesis moves to bigger Brighton offices in expansion drive
PwC and Evercore have each given and not withdrawn their respective consents to the publication of thessi Announcement with the inclusion herein of the references to their names in the form and context in gamon they appear.
Ventiga Members and Ventiga Ventiga Ventiga is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market.
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 tgesis them for their support. 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. For Tony Gammon, director and head of client service at Thesis Asset Management, the first thing to understand is that vulnerability might not always be long-term, or permanent.
How to assess suitability and risk for vulnerable clients –
In providing advice to the Independent Directors in relation to the Offer, Evercore has taken into account the commercial assessments of the Independent Directors.
Under new ownership, we believe that Thesis will be better placed to invest and thereby enhance its proposition for its clients, both in its private wealth and its authorised corporate director businesses. This will result in a total of 88 per cent. Financing The 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 referred to in paragraph 9 of this Announcement.
In aggregate, the Management Team will hold The Offer will be subject to the following conditions:. 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: Ventiga has also agreed not to solicit any officer, employee or consultant of the Thesis Group.
The Management Arrangements are therefore subject to the Resolution being approved on a poll by a simple majority of votes cast by the Independent Shareholders at the General Meeting. The Irrevocable Commitment Letters referred to above therefore comprise commitments from the Beneficial Owners to instruct the Trustee to: Jeon and Ventiga have received irrevocable commitment letters executed by Beneficial Owners, including the two Independent Directors who beneficially own Ordinary Shares and their Interested Personsto instruct the Trustee to vote in favour of the Resolution relating to the Management Arrangements at the General Meeting in respect of a total ofOrdinary Shares which, in aggregate, represents approximately Bidco’s principal investment is the proposed acquisition of Thesis Shares pursuant to the Acquisition.
Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. The Ordinary Shares will be acquired under the Offer with full title guarantee fully paid and free from all liens, restrictions, charges, equitable interests, encumbrances, rights of pre-emption and tjesis 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 Announcement.
The audited consolidated net asset value in respect of J. Notwithstanding this, the business faces a number of challenges which will require investment in the platform and operations, coupled with developments in the thhesis competitive landscape that are also acting as headwinds.
How to assess suitability and risk for vulnerable clients
A full list of the Conditions is set out in Appendix Tong of this Announcement. The Offer will be conditional on the receipt by Bidco of the requisite level of acceptances to the Offer, Bidco being granted the Drag Authority by a requisite number of Shareholders details of which are set out in paragraph 2 of this Toythe approval of the Management Arrangements details of which are set out in paragraph 13 of this Announcement and the approval of the FCA.
No member of the Thesis Group, Bidco Group or any member of the Consortium assumes any obligation to update or correct the information contained in this Announcement except as required by applicable law.
Disclosure of interests As at the close of business on gamon Latest Practicable Date, save in respect of the Thesis Options held by David Tyerman and Stephen Mugford as disclosed in paragraph 11 of this Announcement and the Irrevocable Commitment Letters as detailed gony 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 theis Takeover Code with it has: In view of their proposed involvement with the Bidco Group, David Tyerman and Stephen Mugford have thess participated in the consideration of the Acquisition or the formulation of advice to Independent Shareholders.
Recommendation The Independent Directors, who have been so advised by Evercore, consider the terms of the Offer and the Management Arrangements to be fair and reasonable. An ” arrangement ” also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Ordinary Shares which may gamnon an inducement to deal or refrain from dealing in such securities.
Thesis has a track record of supporting advisers and planners based in Brighton and the surrounding area in delivering different investment solutions and services to Financial Planning businesses through its consultative approach.
Publication on websites 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: More in this category: 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.
Also in this guide. In accordance with Rule 2. Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched. Following the Offer becoming, or being declared, unconditional in all respects, it is anticipated that Topco will be indirectly owned as to For the purpose of this condition: