TIDMBRT
RNS Number : 2638H
AnaCap Financial Partners LLP
15 May 2014
RECOMMENDED CASH ACQUISITION
of
BRIGHTSIDE GROUP PLC
by
BELVEDERE BIDCO LIMITED
a newly incorporated company indirectly owned by AnaCap
Financial
Partners II, LP, a fund ultimately managed by AnaCap FP GP II
Limited
which is advised by AnaCap Financial Partners LLP
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Update on Irrevocable Undertakings
On 8 May 2014 Belvedere Bidco Limited ("Bidco") and Brightside
Group PLC ("Brightside") released an announcement (the "2.7
Announcement") of a recommended cash acquisition for the entire
issued and to be issued ordinary share capital of Brightside by
Bidco. Defined terms in this announcement shall have the meaning
given to them in the 2.7 Announcement.
The 2.7 Announcement refers to an irrevocable undertaking given
by James Bowers in respect of 27,825,091 Brightside Shares. It has
been subsequently been discovered that the number of Brightside
Shares registered in James Bowers' name or beneficially owned by
James Bowers as at 7 May 2014 and prior to the commencement of the
offer period was 29,491,757.
Today, therefore, James Bowers has given a revised irrevocable
undertaking to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the Brightside General
Meeting in relation to 29,491,757 Brightside Shares, being all the
Brightside Shares registered in James Bowers' name or beneficially
held by James Bowers. The 29,491,757 Brightside Shares represent
5.88 per cent. of the issued ordinary share capital of Brightside
as at 15 May 2014. The irrevocable undertaking given by James
Bowers on 15 May 2014 is on the same terms as the irrevocable
undertaking given by James Bowers on 7 May 2014 other than in
respect of the number of Brightside Shares to which such
irrevocable undertakings relate. Full details of the terms of the
irrevocable undertakings given in relation to Brightside Shares are
set-out in the 2.7 Announcement.
The total number of received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the Brightside General Meeting from the Brightside
Shareholders, Schroder Investment Management Limited, Markerstudy
Holdings Limited, Stena Investment sàrl, Leslie Hughes and James
Bowers is 224,115,540 Brightside Shares, representing approximately
44.65% per cent. of the issued ordinary share capital of Brightside
on 15 May 2014.
In total, therefore, Bidco has received irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Brightside General Meeting from
the Brightside Directors and the Brightside Shareholders in respect
of 271,862,427 Brightside Shares, representing approximately 54.17
per cent. of the issued ordinary share capital of Brightside on 15
May 2014.
A copy of James Bowers' revised irrevocable undertaking dated 15
May 2014 and this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on AnaCap LLP's website at www.anacapfp.com and
Brightside's website at www.brightsidegroup.co.uk by no later than
12 noon (London time) on the business day following this
announcement.
Enquiries:
Bidco and AnaCap Tel: +44 (0)207 070 5250
Edward Green
Jatender Aujla
Macquarie Capital (Europe) Limited (financial adviser to Bidco and AnaCap) Tel: +44 (0)203 037 2000
Jonny Allison
Steve Baldwin
Nicholas Harland
Brightside
Paul Williams (Chief Executive Officer) Tel: +44 (0)1454 636 353
Paul Chase-Gardener (Finance Director) Tel: +44 (0)1454 634 194
Cenkos (financial adviser and corporate broker to Brightside) Tel: +44 (0) 20 7397 8900
Bobbie Hilliam
Harry Pardoe
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Brightside in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document.
Macquarie, which is authorised and regulated by the FCA in the
UK, is acting exclusively for Bidco and AnaCap and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco and AnaCap for providing the protections
afforded to clients of Macquarie or for providing advice in
relation to the Acquisition or in relation to the contents of this
announcement or any transaction or any other matters referred to
herein. Neither Macquarie nor any of its holding companies,
subsidiaries, branches or 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 Macquarie in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
Cenkos, which is authorised and regulated by the FCA in the UK,
is acting exclusively for Brightside and no one else in connection
with the contents of this announcement and will not be responsible
to anyone other than Brightside for providing the protections
afforded to clients of Cenkos, or for providing advice in
connection with the matters set out in this announcement or any
matters referred to herein. Neither Cenkos nor any of its
subsidiaries, branches or 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 Cenkos in connection with this
announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The availability of the Acquisition to Brightside Shareholders
who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
AIM Rules, the rules of the London Stock Exchange and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England and
Wales.
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction. Accordingly, copies of this announcement and
formal documentation relating to the Acquisition will not be and
must not be mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would violate the laws
of that jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act and the proxy solicitation rules under
the US Exchange Act will not apply to the Acquisition. Accordingly,
the Scheme will be subject to UK disclosure requirements and
practices, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules. The financial
information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance
with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if Bidco were to exercise its right
to implement the acquisition of the Brightside Shares by way of a
takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the cancellation of its Scheme Shares pursuant
to the Scheme may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Brightside Shareholder is urged
to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Brightside are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Brightside Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and
Brightside contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Brightside about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Brightside, the expected timing and scope
of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Bidco
and Brightside believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Brightside can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include the satisfaction of the Conditions, as
well as additional factors. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither Bidco nor Brightside, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the AIM Rules and the Disclosure and Transparency
Rules of the FCA), neither Bidco or Brightside is under any
obligation, and Bidco and Brightside expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details 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(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Brightside Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Brightside may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c).
Publication on website and hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on AnaCap LLP's website at www.anacapfp.com and
Brightside's website at www.brightsidegroup.co.uk by no later than
12 noon (London time) on the business day following this
announcement. For the avoidance of doubt, the contents of those
websites is not incorporated by reference and does not form part of
this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of Brightside during business hours on +44(0)
1454 635 860 or by submitting a request in writing to the Company
Secretary of Brightside at Brightside Group plc, MMT Centre, Severn
Bridge, Aust, Bristol BS35 4BL. Your attention is drawn to the fact
that a hard copy of this announcement will not be sent to you
unless so requested. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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