GCI Managed Services Group Limited reached an agreement to acquire Nasstar plc (AIM:NASA) from group of shareholders for £79.4 million on December 17, 2019. Pursuant to the terms, GCI will pay £0.1288 per share in cash. The transaction will be implemented by means of scheme of arrangement. The consideration will be financed from the proceeds of a drawing of equity from the funds managed by Mayfair Equity Partners LLP, parent of GCI, which has been placed in an escrow account with Investec. GCI will also finance the transaction from proceeds of a drawing under the commitment letter which has also been placed in the Escrow Account and indirect capital contributions from Arcmont Funds. Upon-completion, Nasstar will be de-listed and will be re-registered as a private limited company. Post-completion, GCI intends to retain the management team of Nasstar while Non-Executive Directors of Nasstar will resign from the Board. As of January 22, 2020, Nasstar plc has allotted 41.63 million ordinary shares expanding the total number of Ordinary Shares in issue to 616.642743 million. The transaction is subject to approval from 75% shareholders of Nasstar in court and general meeting. The transaction also requires approval from court. Nasstar Directors consider the terms of the transaction to be fair and reasonable. Accordingly, Nasstar Directors unanimously recommended shareholders to vote in favor of transaction, in court and general meeting. Nasstar Directors holding approximately 3.4% stake in Nasstar intended to vote in favor of transaction. Additionally, shareholders including Kestrel Partners LLP, Harwood Capital LLP, Brownwood LLP, Ari Zaphiriou Zarifi, David Redwood, Redwood Kids Trust and Lord Peter Daresbury holding in aggregate approximately 28.4% stake have given an irrevocable undertaking to vote in favor of transaction. Liontrust and Canaccord holding approximately 28.3% stake in Nasstar have also given letters of intent to vote in favor of transaction. On January 13, 2020, the Court meeting and the shareholders’ General Meeting approved the transaction. As on January 20, 2020, Court has sanctioned the scheme. Subject to the Court Order being duly delivered to the Registrar of Companies and that the admission to trading of Nasstar Shares on AIM will be cancelled with effect from January 23, 2020. The transaction is expected to become effective in late January 2020. As of December 20, 2019, the transaction is expected to become effective on January 22, 2020. The long stop date is May 31, 2020. As of January 22, 2020, the scheme will become effective on January 27 2020. Christian Hess, Sebastian Lawrence and Neil Coleman of Investec Bank plc acted as financial advisors while CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisor for GCI. Chris Godsmark and Marc Jones of Oakley Advisory Limited and Julian Blunt, Alice Lane and James Thompson of FinnCap Ltd. acted as financial advisors while Marriott Harrison LLP acted as legal advisor for Nasstar. Ernst & Young Accountants Llp acted as financial due diligence and tax due diligence provider to GCI Managed Services Group Limited.