TIDMBRT
RNS Number : 5263H
Brightside Group PLC
20 May 2014
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
For immediate release 20 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)
Posting of Scheme Document
On 8 May 2014, the boards of Brightside Group plc ("Brightside")
and Belvedere Bidco Limited ("Bidco") announced they had reached
agreement on the terms of a unanimously recommended cash offer to
be made by Bidco for the entire issued and to be issued share
capital of Brightside (the "Offer" or the "Acquisition").The
Acquisition will be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the Scheme).
Brightside and Bidco are pleased to announce that the scheme
document in relation to the Scheme (the "Scheme Document") will be
posted to Brightside Shareholders today, 20 May 2014.
A detailed timetable of events for the Scheme is set out in the
Appendix to this announcement. These dates are indicative only and
will depend, amongst other things, on the date on which the Court
sanctions the Scheme and the associated Capital Reduction as well
as the satisfaction of the Conditions to the Acquisition. If the
expected dates change, Brightside and Bidco will give notice of the
changes in an announcement through a Regulatory Information
Service.
To become effective, the Scheme will need to be approved at the
Court Meeting and will require the passing of a special resolution
at the Brightside General Meeting, as described in the Scheme
Document.
Notices for the Court Meeting and the Brightside General Meeting
are set out in the Scheme Document. The Court Meeting and the
Brightside General Meeting will both be held MMT Centre, Severn
Bridge, Aust, Bristol BS35 4BL on Monday 16 June 2014. The Court
Meeting will start at 11.00 a.m. and the Brightside General Meeting
will start at 11.15 a.m. (or as soon thereafter as the Court
Meeting has been concluded or adjourned).
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Brightside's
website (www.brightsidegroup.com) and AnaCap LLP's website
(www.anacapfp.com), up to and including the Effective Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
For further information please contact:
Enquiries:
Bidco and AnaCap Tel: +44 (0)207
Edward Green 070 5250
Jatender Aujla
Macquarie Capital (Europe) Tel: +44 (0)203
Limited (financial adviser 037 2000
to Bidco and AnaCap)
Jonny Allison
Steve Baldwin
Nicholas Harland
Brightside
Paul Williams (Chief Executive Tel: +44 (0)1454
Officer) 636 353
Paul Chase-Gardener (Finance Tel: +44 (0)1454
Director) 634 194
Cenkos (financial adviser and Tel: +44 (0)
corporate broker to Brightside) 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 contains 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 are 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 is not being 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.
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.
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.
APPENDIX
The expected timetable of principal events is as follows:
Event Expected time/date(1)
Scheme Voting Record Time 6.00 p.m. on 12
June 2014 (2)
Latest time for lodging
Forms of Proxy for the:
-- Court Meeting (BLUE form) 11.00 a.m. on
14 June 2014 (3)
-- Brightside General Meeting 11.15a.m. on 14
(WHITE form) June 2014 (4)
Cou 11.00 a.m. on
rt Meeting 16 June 2014
Brightside General Meeting 11.15 a.m. on
16 June 2014 (5)
Scheme Court Hearing (to 22 July 2014 (6)
sanction the Scheme)
Last day of dealings in, 23 July 2014 (6)
and for registration of
transfers of, and disablement
in CREST of, Brightside
Shares
Scheme Record Time 6.00 p.m. on 23
July 2014(6)
Reduction Court Hearing 24 July 2014 (6)
(to confirm the Capital
Reduction)
Effective Date of the Scheme 24 July 2014 (6)
Cancellation of admission By no later than
to trading of Brightside 8:00 a.m. on 25
Shares July 2014 (6)
Despatch of cheques, or by 7 August 2014
CREST accounts credited, (6)
in in respect of the consideration
Latest date by which Scheme 30 September 2014(7)
must be implemented
Notes:
(1) All times set out in this timetable refer to London time unless otherwise stated.
(2) If either the Court Meeting or the Brightside General
Meeting is adjourned, the Scheme Voting Record Time for the
relevant adjourned meeting will be 6.00 p.m. on the day falling two
Business Days before the date of the adjourned meeting.
(3) It is requested that BLUE Forms of Proxy, as the case may
be, for the Court Meeting be lodged by: (i) 11.00 a.m. on 14 June
2014; or (ii) if the Court Meeting is adjourned, not later than 48
hours prior to the time appointed for the Court Meeting, and in
each case, in accordance with the instructions on the BLUE Form of
Proxy. BLUE Forms of Proxy not so lodged may be handed to Capita
Asset Services (on behalf of the chairman of the Court Meeting)
before the start of the Court Meeting and will still be valid.
(4) WHITE Forms of Proxy, as the case may be, for the Brightside
General Meeting must be lodged by: (i) 11.15 a.m. on 14 June 2014;
or (ii) if the Brightside General Meeting is adjourned, not later
than 48 hours prior to the time appointed for the Brightside
General Meeting, and, in each case, in accordance with the
instructions on the WHITE Form of Proxy. If the WHITE Form of Proxy
is not so lodged, it will be invalid.
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) These times and dates are indicative only and will depend
on, among other things, the dates upon which (a) the Court
sanctions the Scheme and confirms the Capital Reduction; and (b)
the Conditions are satisfied or (where applicable) waived.
(7) The latest date by which the Scheme must be implemented may
be extended by agreement between Brightside and Bidco with the
prior consent of the Panel and (if required) the approval of the
Court.
To the extent any of the above expected dates or times change,
Brightside will give notice of any such changes and details of the
revised dates and/or times to Brightside Shareholders by issuing an
announcement through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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