AnaCap Financial Partners LLP Update on Irrevocable Undertakings (2638H)

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: [phone] 
 Edward Green 
 Jatender Aujla 
 
Macquarie Capital (Europe) Limited (financial adviser to Bidco and AnaCap)  Tel: [phone] 
 Jonny Allison 
 Steve Baldwin 
 Nicholas Harland 
 
Brightside 
 Paul Williams (Chief Executive Officer)                                     Tel: [phone] 
 Paul Chase-Gardener (Finance Director)                                      Tel: [phone] 
 
Cenkos (financial adviser and corporate broker to Brightside)               Tel: [phone] 
 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 [phone].

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 [phone] 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

OUPLLFIEETIELIS