Funds (including NorthEdge Capital Fund II) managed by, NorthEdge Capital LLP, Pathway Capital Management, LLC, MLC Limited and Unigestion SA agreed to acquire Catalis plc from a group of sellers for £89.8 million on August 14, 2019. Under the terms, the buyers will acquire all of Catalis’ 0.89 million shares, 1593 deferred shares and 0.07 million ordinary B shares in exchange of £95.13 per share in cash. As an alternative to the cash consideration to which they would otherwise be entitled under the acquisition, eligible scheme shareholders will be able to elect to receive the partial cash and unlisted securities alternative comprising: £36.57 in cash and 1 Unit in Topco (entity created for the acquisition), comprising 5.9048 new topco ordinary shares plus 585 new topco preferred ordinary shares. Maximum units to be issued under the election alternative is set to a maximum of 0.43 million which would comprise 249.8 million new topco preferred ordinary shares and 2.5 new topco ordinary shares, representing approximately 25.2% of the voting rights of the entire issued share capital of Topco. Under the rollover agreements, the current holders of 0.08 million Catalis shares and whole of 0.07 million Catalis’ B ordinary shares have agreed to accept combination of cash and securities issued by topco, equaling to £12.7 million. The election will therefore apply to the remaining common shares and deferred shares of Catalis. The cash consideration payable pursuant to the acquisition and the amount required to refinance the existing facilities of Catalis will be funded through equity financing of £46.6 million in aggregate drawn down from the NorthEdge Funds, of which £16.6 million is being provided through equity financing by Pathway, MLC and Unigestion and £15 million through debt facilities arranged with Tosca Debt Capital (Luxembourg) S.à r.l. pursuant to the facilities agreement. Buyers do not intend to initiate any headcount reductions within Catalis as a result of the acquisition and expects that existing employees of Catalis will continue to contribute to Catalis’ ongoing success. It is intended that each of the non-executive directors of Catalis (being Peter Biewald, Nick Winks, Nigel Hammond and Tom Chaloner) will resign upon and with effect from the Effective Date (or, in the event that the acquisition is implemented by a takeover offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional). Following the scheme becoming effective, buyers do not intend to make any restructurings or changes in location of Catalis’ headquarters and headquarter functions, operations and places of business. In addition, no 21 changes are expected with respect to the redeployment of Catalis’ fixed asset base or the research and development functions of Catalis. The acquisition will be subject to the approval of the scheme by a majority in number of Catalis shareholders entitled to vote at the court meeting, representing at least 75% of the total total voted shares, the approval by Catalis shareholders representing at least 75% of the votes cast on the special resolution, the sanction of the scheme by the court. The independent directors of Catalis unanimously intend to recommend that Catalis shareholders vote in favour of the scheme at the court meeting and the resolutions to be proposed at the general meeting. The independent directors also unanimously recommend the shareholders to not elect for the partial cash and unlisted securities. As on September 30, 2019, shareholders of Catalis at a Court Meeting and General meeting approved by the requisite majorities all of the resolutions proposed at each of the meetings in respect of the acquisition by Bidco of the entire issued and to be issues share capital of Catalis. As of October 7, 2019, the scheme has been sanctioned by the court. The long stop date for the acquisition is December 31, 2019. As of October 7, 2019, the scheme is expected to become effective on October 8, 2019. As of October 14, 2019, Northedge Capital acquired unknown stake in Catalis Plc. Phil Adams, Simon Lord and Paul Lines of GCA Altium acted as the financial advisors and James Trevis and Stephen Nash of Eversheds Sutherland (International) LLP acted as legal advisor to NorthEdge. Richard Darlington, Jamie Peel, Dan Bate and Mark Barrow of Zeus Capital acted as the financial advisors and Squire Patton Boggs (UK) LLP acted as legal advisor to Catalis. Leon Ferera of Jones Day advised GCA Altium in the transaction. Simon Jones of BDO Corporate Finance acted as fairness opinion provider to NorthEdge Capital. Funds (including NorthEdge Capital Fund II) managed by, NorthEdge Capital LLP, Pathway Capital Management, LLC, MLC Limited and Unigestion SA completed the acquisition of Catalis plc from a group of sellers on October 14, 2019. As part of the acquisition, NorthEdge has committed follow on capital to support management’s growth strategy. PwC Corporate Finance LLP and GT served as a financial advisor for NorthEdge Capital LLP. Hemal Shah and Sunil Patel from Grant Thornton Corporate Finance served as a financial advisor for Catalis plc. Liberty Corporate Finance and Integritas Advisory Limited served as a transfer agent for Catalis plc.