Brightside Group PLC Posting of Scheme Document (5263H)

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: [phone] 
  Officer)                           636 353 
  Paul Chase-Gardener (Finance       Tel: [phone] 
  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 [phone].

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.

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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