TIDMBRT
RNS Number : 7497J
Brightside Group PLC
16 June 2014
16 June 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
Approval of Scheme of Arrangement at Court Meeting and General
Meeting
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.
Court Meeting
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 As % of As % of
of Scheme Scheme total
Shares Shares Scheme
voted voted 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 Meeting
The 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 % of shares
shares voted 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.
Next steps and Timetable
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.
Timetable
The expected timetable of remaining principal events is as
follows:
Event Expected time/date(1)
Scheme Court Hearing (to 22 July 2014 (2)
sanction the Scheme)
Last day of dealings in, 23 July 2014 (2)
and for registration of
transfers of, and disablement
in CREST of, Brightside
Shares
Suspension of dealings in By no later than
Brightside Shares 7:30 a.m. on 25
July 2014 (2)
Scheme Record Time 6.00 p.m. on 23
July 2014 (2)
Reduction Court Hearing 24 July 2014 (2)
(to confirm the Capital
Reduction)
Effective Date of the Scheme 24 July 2014 (2)
Cancellation of admission By no later than
to trading of Brightside 7:00 a.m. on 25
Shares July 2014 (2)
Despatch of cheques, or by 7 August 2014
CREST accounts credited, (2)
in in respect of the consideration
Latest date by which Scheme 30 September 2014(3)
must be implemented
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.
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.
A copy of this announcement will be available on Brightside's
website at www.brightsidegroup.co.uk and 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.
Enquiries:
Bidco and AnaCap Tel: +44 (0)207
Edward Green 070 5250
Jatender Aujla
Macquarie Capital (Europe) Limited Tel: +44 (0)203
(financial adviser to Bidco and 037 2000
AnaCap)
Jonny Allison
Steve Baldwin
Nicholas Harland
Brightside
Paul Williams Tel: +44
Paul Chase-Gardener (0)1454 636
353
Tel: +44
(0)1454 634
194
Cenkos (financial adviser and corporate Tel: +44 (0)
broker to Brightside) 20 7397 8900
Bobbie Hilliam
Harry Pardoe
This information is provided by RNS
The company news service from the London Stock Exchange
END
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