Investment Funds managed by TDR Capital LLP made an offer to acquire BCA Marketplace plc (LSE:BCA) from a group of shareholders for approximately £1.9 billion on June 20, 2019. Investment Funds managed by TDR Capital LLP entered into an agreement to acquire BCA Marketplace plc from a group of shareholders on June 26, 2019. Pursuant to the terms of offer, TDR will pay £2.43 per share. If the dividend record date payable by BCA is prior to the date on which the possible offer becomes or is declared unconditional, then the offer price will be adjusted accordingly. As of September, 23, 2019, Investment Funds managed by TDR Capital LLP announces that it will reduce the value of the consideration payable for each scheme share by the amount of the final dividend and that the new cash consideration payable under the acquisition shall therefore be £2.3635 per share. TDR Capital LLP is funding the offer though (i) equity financing drawn from funds managed by TDR; (ii) a minority equity investment from the NB Funds; (iii) a subscription for preference shares in an indirect parent of TDR Capital by the AlbaCore Funds; and (iv) debt provided under (a) a Senior Facilities Agreement arranged by HSBC, Bank of America Merrill Lynch International Designated Activity Company and Royal Bank of Canada; and (b) a Second Lien Facilities Agreement arranged by HSBC, Bank of America Merrill Lynch International Designated Activity Company and Royal Bank of Canada. Post completion of transaction, BCA Shares will be delisted. It is intended that upon completion, non-executive members of BCA board shall resign. Buyer intends to keep the experienced management and employees. There are no intention to change the place of the businesses of BCA.

The transaction is subject to approval by shareholders of BCA Marketplace, approval by European Commission clearance, approval by the court, and approval by the Financial Conduct Authority among other customary conditions. Directors of BCA Marketplace plc have given irrevocable undertaking for 1.05% stake. In accordance with Rule 2.10 of the Takeover Code, investment Funds managed by TDR Capital LLP became aware on July 5, 2019 that on July 4, 2019, Invesco Asset Management Limited disposed of 2.7 million shares of BCA subject to a letter of intent, representing approximately 0.34 %of BCA's issued ordinary share capital. As a result, with effect from such disposal, investment funds managed by TDR Capital LLP has received letters of intent in respect of 10.69 million shares of BCA, representing, in aggregate, approximately 13.63% of BCA's issued ordinary share capital. The irrevocable undertakings received by investment funds managed by TDR Capital LLP in respect of 145.3 million shares of BCA, representing, in aggregate, approximately 18.52% of BCA's issued ordinary share capital remain unchanged. In accordance with Rule 2.10 of the Takeover Code, it was announced on July 3, 2019 that it had received support for the offer from shareholders of BCA holding a total of 254.9 million of shares of BCA representing, in aggregate, approximately 32.49% of BCA's issued ordinary share capital, comprising irrevocable undertakings and letters of intent to vote in favor of the scheme at the court meeting and the resolution to be proposed at the general meeting of BCA. As on July 23, 2019 it was disclosed that Invesco sold 12.5 million of BCA shares on July 19, 2019. The sold shares were part of the irrevocable undertaking that it had provided to TDR. Invesco has given a proxy voting instruction in respect of 112.7 million BCA Shares in favour of the resolutions to be proposed at the court meeting and general meeting. The Board of BCA unanimously recommend that BCA's shareholders accept the offer. TDR Capital received support from approximately 44% shareholders of BCA. As reported on June 27, 2019, TDR Capital received support from approximately 37% shareholders of BCA. As on July 29, 2019, the requisite majority of BCA shareholders approved the scheme at the Court Meeting and the General Meeting. As of September 3, 2019, the transaction is approved by Financial Conduct Authority (FCA). As of October 22, 2019, the transaction has been approved by the European Commission. The longstop date for the transaction is December 17, 2019. As of October 22, 2019, the transaction is expected to become effective on November 6, 2019. As on November 5, 2019 the court sanctioned the Scheme of arrangement.

Philip Noblet and Paul Bundred of Jefferies International Limited acted as financial advisors for BCA. Justin Anstee, Geoff Iles and Joshua Maguire of Merrill Lynch International acted as financial advisor to TDR Capital LLP. Anthony Parsons and Barry Rose of HSBC Bank plc acted as financial advisor to TDR Capital LLP. Anthony Gutman, Jose Barreto and Bertie Whitehead of Goldman Sachs International acted as financial advisor to BCA. Shearman & Sterling acted as legal advisor to AlbaCore Capital LLP. Tom Mercer, Tim Rennie and Karen Davies of Ashurst acted as legal advisors for Merrill Lynch International. The buyer paid £5.8 million as legal advice fee, £12.1 million as financial and corporate broking advice fee and £0.8 million as accounting advice fee. BCA paid £2.8 million as legal advice fee and £16.5 million as financial and corporate broking advice fee. Linklaters LLP acted as legal advisor to TDR capital LLP and Bryan Cave Leighton Paisner LLP acted as legal advisor to BCA in the transaction. Kinmont Limited acted as financial advisor for BCA. Tom Mercer, Tim Rennie and Karen Davies of Ashurst acted as legal advisors for Merrill Lynch International.

Investment Funds managed by TDR Capital LLP completed the acquisition of BCA Marketplace plc (LSE:BCA) from a group of shareholders on November 6, 2019. Dealings in BCA shares have been suspended from trading on the London Stock Exchange's Main Market for listed securities with effect from 7.30 am on November 6, 2019.