BRIGHTSIDE GROUP PLC
16 June 2014
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
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").
The Directors of Brightside are pleased to announce that all the resolutions proposed at the Court
Meeting and the General Meeting held earlier today were duly passed by the requisite majorities.
The first meeting, convened in accordance with the order of the Court ("Court Meeting"), sought approval from the Brightside Shareholders for the Scheme through which the Acquisition is to be effected.
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme which was decided on a poll. The result of the poll was as follows:-
Number of Scheme Shares voted | As % of Scheme Shares voted | As % of total Scheme Shares | |
For | 405,304,211 | 99.99% | 80.75% |
Against | 26,334 | 0.01% | 0.01% |
Total | 405,330,545 | 100% | 80.76% |
Of a total of 60 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 58 (approximately 97 per cent. in number) voted for and 2 (approximately 3 per cent. in number) voted against the resolution to approve the Scheme.
General MeetingThe special resolution to authorise the Directors of Brightside to take actions necessary to effect the Scheme, to reduce the capital of Brightside and to approve the amendment to Brightside's articles of association was decided on a poll and the resolution was duly passed. The result of the poll was as follows:-
Number of shares voted | % of shares voted | |
For | 405,478,080 | 99.99% |
Against | 26,334 | 0.01% |
Withheld | 0 | 0% |
Total | 405,504,414 | 100% |
A vote withheld is not a vote in law and does not count in the total of votes cast.
Of a total of 61 Brightside Shareholders who voted at the General Meeting (in person or by proxy), 59 (approximately 97 per cent. in number) voted for and 2 (approximately 3 per cent. in number) voted against the special resolution.
The expected timetable of principal events for the implementation of the Scheme was set out on page 2 of the Scheme Circular and the expected timetable of remaining events is set out below.
The date of the Court hearing to sanction the Scheme and the Reduction Hearing to confirm the Capital Reduction are expected to be held on 22 and 24 July 2014, respectively. Accordingly, it is expected that trading in the Brightside Shares on AIM will be suspended from 7.30 a.m. (London time) on 24 July 2014 and that, if the Capital Reduction is confirmed and the other conditions to the Scheme and the Acquisition (other than delivery of the Court Order to the Registrar of Companies in England and Wales) are satisfied or waived, the admission of the Brightside Shares to trading on AIM will be cancelled from
7.00 a.m. (London time) on 25 July 2014. The last day for dealings in, and for registration of transfers in
Brightside Shares will therefore be 23 July 2014.
Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.
The expected timetable of remaining principal events is as follows:
Event | Expected time/date(1) |
Scheme Court Hearing (to sanction the Scheme) | 22 July 2014 (2) |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Brightside Shares | 23 July 2014 (2) |
Suspension of dealings in Brightside Shares | By no later than 7:30 a.m. on 25 July 2014 (2) |
Scheme Record Time | 6.00 p.m. on 23 July 2014 (2) |
Reduction Court Hearing (to confirm the Capital Reduction) | 24 July 2014 (2) |
Effective Date of the Scheme | 24 July 2014 (2) |
Cancellation of admission to trading of Brightside Shares | By no later than 7:00 a.m. on 25 July 2014 (2) |
Despatch of cheques, or CREST accounts credited, in in respect of the consideration | by 7 August 2014 (2) |
Latest date by which Scheme must be implemented | 30 September 2014(3) |
Notes:
(1) All times set out in this timetable refer to London time unless otherwise stated.
(2) 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.
(3) 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.
A copy of this announcement will be available on Brightside's website at www.brightsidegroup.co.ukand
AnaCap LLP's website (www.anacapfp.com).
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.
Tel: +44 (0)207 070 5250
Macquarie Capital (Europe) Limited (financial adviser to Bidco and AnaCap)
Jonny Allison Steve Baldwin Nicholas Harland
Tel: +44 (0)203 037 2000
Paul Williams
Paul Chase-Gardener
Tel: +44 (0)1454 636 353
Tel: +44 (0)1454 634 194
Bobbie Hilliam
Harry Pardoe
Tel: +44 (0) 20 7397 8900
|
distributed by
|
