Brightside Group PLC Results of Court Meeting and General Meeting (7497J)

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

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