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Brightside Group PLC (BRT)

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Thursday 08 May, 2014

Brightside Group PLC

Recommended Offer for Brightside Group plc

RNS Number : 6343G
Brightside Group PLC
08 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.

8 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

Summary

·              Bidco and Brightside are pleased to announce that agreement has been reached on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Brightside will be acquired by Bidco.

·              Bidco is a newly incorporated company which has been formed for the purposes of making the Acquisition at the direction of, and is indirectly owned by, AnaCap II, LP, a fund ultimately managed by AnaCap FP GP II Limited, which is advised by AnaCap LLP. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this announcement.

·              Under the terms of the Scheme, each Scheme Shareholder will be entitled to receive 25 pence in cash for each Brightside Share, valuing Brightside's existing issued and to be issued ordinary share capital at approximately £127 million.

·              The price of 25 pence represents a premium of approximately:

■             32.45 per cent. to Brightside's share price of 18.875 pence at the close of business on 7 May 2014, being the last Business Day prior to this announcement;

■             30.22 per cent. to 1 month VWAP per Brightside Share of 19.199 pence from 8 April to 7 May 2014, being the last Business Day prior to this announcement;

■             30.26 per cent. to 3 month VWAP per Brightside Share of 19.192 pence from 10 February to 7 May 2014, being the last Business Day prior to this announcement; and

■             66.67 per cent. to the price per Brightside Share of 15 pence, being the price at which Brightside issued new shares to raise approximately £6.8 million pursuant to a placing of new Brightside Shares announced on 24 January 2014.

·              The cash consideration payable by Bidco under the terms of the Acquisition will be financed entirely out of funds managed by AnaCap FP GP II Limited. 

·              Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from the directors of Brightside and certain other Brightside Shareholders, namely Schroder Investment Management Limited, Markerstudy Holdings Limited, Stena Investment sàrl, Leslie Hughes and James Bowers in respect of 270,195,761 Brightside Shares representing approximately 53.83 per cent. of the issued ordinary share capital of Brightside on 7 May 2014, being the last Business Day prior to this announcement.  Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

·              The Independent Directors of Brightside, who have been so advised by Cenkos, consider the terms of the Acquisition to be fair and reasonable.  In providing its advice, Cenkos has taken into account the commercial assessments of the directors of Brightside.  The Independent Directors of Brightside intend unanimously to recommend Brightside Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 47,746,887 Brightside Shares (representing approximately 9.51 per cent. of the issued ordinary share capital of Brightside as at the close of business on 7 May 2014, being the last Business Day prior to this announcement). 

·              It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, will be posted to Brightside Shareholders and (for information only) participants in the Brightside Share Schemes as soon as practicable and in any event within 28 days of the date of this announcement.  Subject to the satisfaction of the Conditions and certain further terms set out in Appendix 1 to this announcement, it is expected that the Scheme will become effective during the third quarter of 2014. An expected timetable of principal events will be included in the Scheme Document.

·              Commenting on today's announcement, Jatender Aujla, a director of Bidco said:

"We look forward to working closely with management and to investing in Brightside's business over the next few years to develop it into one of the leading personal and commercial lines insurance brokers in the UK market through pursuing growth while extending and deepening its relationships with insurers and distribution partners. We are excited by the opportunity to bring our operational expertise to Brightside, as well as capital, to support a strategy to create long term and sustainable value."

·              Commenting on today's announcement, Paul Williams, the Chief Executive Officer of Brightside said:

"We are looking forward to partnering with the AnaCap team and working together over the coming years. We have significant ambitions for Brightside and its future prospects and growth potential and see AnaCap as an ideal partner with equally large ambitions for the future potential of Brightside."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices).  The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document.  Appendix 2 contains the sources and bases of certain information contained in this summary and the following announcement.  Appendix 3 contains details of the irrevocable undertakings received by Bidco.  Appendix 4 contains the definitions of certain terms used in this summary and the following announcement. 

Enquiries:


 


Bidco and AnaCap

Edward Green

Jatender Aujla

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

 


Brightside

Paul Williams (Chief Executive Officer)

Paul Chase-Gardener (Finance Director)


Tel: +44 (0)1454 636 353

Tel: +44 (0)1454 634 194



Cenkos (financial adviser and corporate broker to Brightside)

Bobbie Hilliam

Harry Pardoe

Tel: +44 (0) 20 7397 8900

 

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 +44 (0)20 7638 0129.

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 +44(0) 1454 635 860 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.

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.

8 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

1.         Introduction

Bidco and Brightside are pleased to announce that agreement has been reached on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Brightside will be acquired by Bidco.  It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Bidco is a newly incorporated company which has been formed for the purposes of making the Acquisition at the direction of, and is indirectly owned by, AnaCap II LP, a fund ultimately managed by AnaCap FP GP II Limited which is advised by AnaCap LLP.

Paul Williams, the Chief Executive Officer of Brightside will have an ongoing role with Bidco and is therefore regarded as having a conflict of interest in relation to Acquisition. A committee of the board of Brightside comprising the Independent Directors, has therefore been established for the purposes of progressing the Acquisition, considering all matters relating to the Acquisition and making the recommendation to Brightside Shareholders in relation to the Acquisition.

2.         The Acquisition

Under the terms of the Scheme, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

            for each Scheme Share                       25 pence in cash

The Acquisition values Brightside's entire issued and to be issued share capital at approximately £127 million.

The price of 25 pence in cash for each Scheme Share represents a premium of approximately:

·              32.45 per cent. to Brightside's share price of 18.875 pence at the close of business on 7 May 2014, being the last Business Day prior to this announcement; and

·              30.22 per cent. to 1 month VWAP per Brightside Share of 19.199 pence from 8 April 2014 to 7 May 2014, being the last Business Day prior to this announcement;

·              30.26 per cent. to 3 month VWAP per Brightside Share of 19.192 pence from 10 February 2014 to 7 May 2014, being the last Business Day prior to this announcement; and

·    66.67 per cent. to the price per Brightside Share of 15 pence, being the price at which Brightside issued new shares to raise approximately £6.8 million pursuant to a placing of new Brightside Shares announced on 24 January 2014.

 

3.         Background to and reasons for the Acquisition

Bidco believes that it can help the management team to develop Brightside into one of the leading personal and commercial lines insurance brokers in the UK market by investing into Brightside's business and through a high degree of operational engagement.

Bidco's strategic rationale for Brightside's business is to pursue organic and inorganic growth strategies underpinned by stronger relationships with insurers and distribution partners.

As one of the largest European financial services specialist private equity investors, AnaCap believes it is ideally placed to bring relevant operational expertise to Brightside, as well as capital, to support a strategy to create long term and sustainable value. AnaCap believes that the next stage of Brightside's development would be best achieved in private ownership such that Brightside can prioritise strategic development and growth over the demands of a public listing.

4.         Recommendation

The Independent Directors of Brightside, who have been so advised by Cenkos, consider the terms of the Acquisition to be fair and reasonable.  In providing its advice, Cenkos has taken into account the commercial assessments of the Independent Directors.  The Independent Directors of Brightside intend unanimously to recommend Brightside Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 47,746,887 Brightside Shares (representing approximately 9.51 per cent. of the issued ordinary share capital of Brightside as at the close of business on 7 May 2014, being the last Business Day prior to this announcement). 

5.         Background to and reasons for the recommendation to Brightside Shareholders

On 16 July 2013 the Board of Brightside announced that it had received a preliminary approach from Markerstudy, a substantial shareholder and trading partner of Brightside. Following a period of due diligence, Markerstudy indicated that it was considering making an offer in the range of 20-22p per share. The Board of Brightside believed that this offer significantly undervalued the Brightside Group and, consequently, terminated talks with Markerstudy on 10 September 2013.

As announced in September 2013 in Brightside's interim results for the period ending 30 June 2013 and its subsequent trading announcement in December 2013, during the period of Markerstudy's possible offer and the months following the termination of talks, the Brightside Group's online business was adversely impacted by capacity restrictions. As a result, the online business experienced a reduction in the level of policies transacted. Taking into account the corresponding impact on premium finance volumes, the Brightside directors reduced their earnings estimate of the Brightside Group in 2013. The cumulative impact of the reduction in earnings and cash generation forced Brightside to raise approximately £6.8 million at 15 pence per share in January 2014 to avoid a breach of banking covenant linked to a short term cash shortfall.

Whilst the Brightside Group has firm plans in place to address the capacity issues experienced during 2013, these plans have a significant delivery lead time and, while progress has already been made in 2014, this progress is slower than expected. As a result, trading in Q1 2014 has continued to be adversely affected by lower than expected capacity. In addition, unfavourable insurer rating changes affecting much of the UK motor sector have impacted on the Brightside Group's relative competitiveness and the income per policy achieved on each policy sale. The Board of Brightside therefore expects the trading performance for the first half of 2014 to be disappointing.

In February 2014, Paul Williams joined the Board as Chief Executive Officer. Alongside Mr Williams' appointment and the strategic review he is implementing, there are current headwinds affecting Brightside's trading performance as disclosed above. The Board has considered the mid to long-term strategic direction of the Brightside Group in this context. The Board remains convinced that its focus on expanding its underwriting panel, increasing the business it undertakes through affinity relationships and expansion of both the online and offline niche areas is in both the business' and the Brightside Shareholders' best interests. The Board also believes that significant further investment in the development of Brightside's IT platform together with potential acquisitions are needed to increase competitive advantage, extend its trading niches and to increase the level of revenue achieved by the Brightside Group. Based on the restructuring, the further investment required in Brightside and the time it will take to implement this strategy, the Independent Directors of Brightside believes it is the correct time to consider a sale of the Brightside Group.

The Independent Directors of Brightside believe the Offer of 25 pence in cash for each Brightside Share represents a fair price for the Brightside Group and provides Brightside Shareholders with an opportunity to realise their entire holding of Brightside Shares in cash at a 32.45 per cent. premium to the Brightside share price of 18.875 pence on the close of business on 7 May 2014 (being the last Business Day prior to this announcement). The Independent Directors of Brightside note that there can be no guarantee that Brightside Shareholders would otherwise be able to realise their holding of Brightside Shares at a price of 25 pence per Brightside Share or higher in the short to medium term.

Taking these factors into account, the Independent Directors of Brightside unanimously recommend that Brightside Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

6.         Irrevocable Undertakings

Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from the directors of Brightside and certain other Brightside Shareholders as described below. 

The irrevocable undertakings from the directors of Brightside are in respect of their entire beneficial holdings and amount to 47,746,887 Brightside Shares, representing approximately 9.51 per cent. of the issued ordinary share capital of Brightside on 7 May 2014, being the last Business Day prior to this announcement.  The irrevocable undertakings from the directors of Brightside will cease to be binding only if the Scheme lapses or is withdrawn and remain binding if a higher competing offer for Brightside is made.

The irrevocable undertakings from Schroder Investment Management Limited, Markerstudy Holdings Limited, Stena Investment sàrl, Leslie Hughes and James Bowers in respect of 222,448,874 Brightside Shares represent approximately 44.32 per cent. of the issued ordinary share capital of Brightside on 7 May 2014, being the last Business Day prior to this announcement. These undertakings will cease to be binding if the Scheme lapses or is withdrawn or, save for the Markerstudy undertaking, if a competing offer for Brightside is made which is greater than or equal to 28 pence per Brightside Share. Markerstudy's undertaking will cease to be binding if a competing offer for Brightside is made which is greater than or equal to 26.5 pence per Brightside Share.

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 General Meeting in respect of 270,195,761 Brightside Shares, representing approximately 53.83 per cent. of the issued ordinary share capital of Brightside on 7 May 2014, being the last Business Day prior to this announcement.

Further details of these irrevocable undertakings including the circumstances in which they will cease to be binding are set out in Appendix 3 to this announcement.

7.         Information relating to Brightside

In 2001 Commercial Vehicle Direct Insurance Services Limited was founded to provide commercial vehicle insurance to small businesses. Further insurance broking businesses focusing on commercial and personal lines insurance and an insurance premium finance business were subsequently combined with Commercial Vehicle Direct to form Group Direct. In 2008 Group Direct was admitted to trading on AIM through the reverse acquisition of Brightside Group plc.

Brightside continues to trade as an insurance broking business which distributes a wide range of insurance products and financial services to individuals and businesses across the United Kingdom. Brightside's core insurance broking business is supported by premium finance, medical reporting and lead generation businesses. Brightside's three flagship brands are eInsurance, Commercial Vehicle Direct and One Insurance solution. 

For its latest financial year ended 31 December 2013, the Brightside Group reported total revenue of £88.6 million (2012: £91.2 million) and a profit before taxation of £11.2 million (2012: £17.5 million). As at 31 December 2013, Brightside had net assets of £85.6 million (2012: £80.1 million).

8.         Information relating to Bidco

Bidco is a private limited company registered in England and Wales and was incorporated on 2 May 2014.

Bidco is a newly incorporated company which has been formed for the purposes of making the Acquisition at the direction of, and is indirectly owned by, AnaCap II LP, a fund ultimately managed by AnaCap FP GP II Limited which is advised by AnaCap LLP. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition and the financing of the Acquisition.

9.         Information relating to AnaCap

As one of Europe's largest specialist private equity investors, the funds advised by AnaCap LLP solely focus on the European financial services sector. The AnaCap II LP fund comprises aggregate total capital commitments of €574 million and there will be outstanding uncommitted funds available in the fund following the Acquisition.

Founded in 2005, AnaCap LLP advises funds with approximately €1.7 billion under management across private equity and credit opportunities funds, as well as through co-investment funds. The funds advised by AnaCap LLP comprise key investors that are highly regarded global institutional blue chip investors.

Funds advised by AnaCap LLP also own and control Xbridge Limited, trading as Simply Business, a UK insurance broker business which provides online brokerage services to small and medium enterprises, delivering policies tailored to individual business requirements.

10.        Financing

The cash consideration payable by Bidco under the Acquisition is being financed entirely by funds ultimately managed by AnaCap FP GP II Limited.  Bidco may, in due course, seek to substitute or refinance part of such funding with third party debt funding.

Macquarie, financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Brightside Shareholders under the terms of the Scheme.

11.        Employees, Pensions, Locations and Management

Bidco views the Brightside business as strong and value the contribution that its management and employees have made to the growth of the business. Bidco recognises the skills, technical ability and experience of the existing management and employees of the Brightside business. Bidco intends to work closely with Brightside's management team to develop the business further and realise its potential.

Bidco confirms that the employment rights, including pension rights, of Brightside employees will be fully safeguarded following completion of the Acquisition.

Each of the non-executive directors of Brightside has agreed to resign from the board of Brightside conditional upon, and with effect from, the date the Scheme becomes effective.  In addition, Paul Chase-Gardener, the Finance Director of Brightside, has agreed to resign from the board of Brightside conditional upon, and with effect from, the date the Scheme becomes effective. 

Bidco has agreed terms with Paul Williams, the Chief Executive Officer of Brightside, in respect of his proposed ongoing role with Bidco, such terms to come into effect once the Scheme becomes effective. Other than in connection with Paul Williams, Bidco has not agreed any arrangements with the directors of Brightside regarding any continuing role in the business.

Further details of Bidco's plans for the business and the terms on which Paul Williams will be engaged going forward will be set out in the Scheme Document.

12.        Brightside Share Schemes

Participants in the Brightside Share Schemes will receive full details on the effect of the Acquisition on their rights and Bidco will make appropriate proposals to such participants in due course.

Paul Williams is to be granted options over 6,250,000 ordinary shares at a price of 20 pence per Brightside Share following the release of this announcement and the publication by Brightside of its audited results for the year ending 31 December 2013. The options are being issued as part of Mr Williams' remuneration package agreed at the time of his appointment to the Board in February 2014. Mr Williams has no other interests in Brightside Shares. These options will be subject to optionholder proposals in connection with the Scheme on the same basis as other participants.

Further details of Bidco's proposals and the steps to be taken by participants in the Brightside Share Schemes will be set out in the Scheme Document and in separate letters to be sent to such participants.

13.        Confidentiality Agreement

On 7 February 2014, AnaCap LLP and Brightside entered into a confidentiality agreement in relation to the Acquisition on customary terms pursuant to which both AnaCap LLP and Brightside have undertaken to keep confidential information provided by the other party unless, amongst other customary exceptions, required by law or regulation.

14.        Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Brightside and the Scheme Shareholders, under Part 26 of the Companies Act.  The procedure involves, among other things, an application by Brightside to the Court to sanction the Scheme and to confirm the cancellation of the existing Brightside Shares, in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Brightside.

The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to be set out in the Scheme Document, and will only become effective if, among other things, the following events occur on or before 30 September 2014 or such later date as Bidco and Brightside agree:

·              a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

·              the Special Resolution necessary to implement the Scheme and to sanction the related Capital Reduction is passed by the requisite majority of Brightside Shareholders required to pass such a resolution at the General Meeting;

·              the Scheme is sanctioned (with or without modification, on terms agreed by Bidco and Brightside) and the related Capital Reduction confirmed by the Court; and

·              office copies of the Court Orders are delivered to the Registrar of Companies and, if ordered by the Court, the Reduction Court Order is registered by the Registrar of Companies together with the Statement of Capital attached to it.

The Scheme is also conditional on receipt of the approval of the FCA to the change of control in Brightside Insurance Services Limited, a wholly owned subsidiary of Brightside as more particularly set out in the Conditions.

Bidco may cause the Acquisition to lapse if: (i) the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings to be set out in the Scheme Document (or such later date as may be agreed between Bidco and Brightside); or (ii) the Scheme Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of such meeting to be set out in the Scheme Document (or such later date as may be agreed between Bidco and Brightside).

Upon the Scheme becoming effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Brightside Shares will cease to be valid and entitlements to Brightside Shares held within the CREST system will be cancelled.

If the Scheme does not become effective on or before 30 September 2014, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting.  The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Brightside Shareholders. The Scheme Document will be posted to Brightside Shareholders and, for information only, to persons with information rights and to holders of options granted under the Brightside Share Schemes, as soon as practicable and in any event within 28 days of the date of this announcement.  Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective during the third quarter of 2014. An expected timetable of principal events will be included in the Scheme Document.

15.        Cancellation and re-registration

It is intended that dealings in Brightside Shares will be suspended at 5.00 p.m. London time on the Business Day prior to the Effective Date.  It is further intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Brightside Shares on the AIM Market, with effect as of or shortly following the Effective Date.

It is also intended that, following the Scheme becoming effective, Brightside will be re-registered as a private company under the relevant provisions of the Companies Act.

16.        Disclosure of interests in Brightside Securities

Bidco confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. 

In the interests of secrecy prior to releasing this announcement, it has not been practicable for Bidco to have made any enquiries of certain parties who may be deemed by the Panel to be acting in concert with Bidco.  Enquiries of such parties will be made as soon as practicable following the date of this announcement and Bidco confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

17.        Overseas shareholders

The availability of the Acquisition or the distribution of this announcement to Brightside Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction.  Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.  Brightside Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities.  Brightside Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

18.        Brightside issued share capital

In accordance with Rule 2.10 of the Code, Brightside confirms that it has at the date of this announcement 501,901,509 Brightside Shares in issue. The International Securities Identification Number (ISIN) for Brightside Shares is GB00B1L7MY49.

19.        Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on 9 May  2014, be published on Brightside's website at www.brightsidegroup.co.uk and AnaCap LLP's website at www.anacapfp.com until the end of the Acquisition:

·              the irrevocable undertakings referred to in paragraph 6 above; and

·              the confidentiality agreement referred to in paragraph 13 above.

20.        General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions set out in the Scheme Document when issued. 

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales.  The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2.  Certain terms used in this announcement are defined in Appendix 4.

Enquiries:


 


Bidco and AnaCap

Edward Green

Jatender Aujla

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

 


Brightside

Paul Williams (Chief Executive Officer)

Paul Chase-Gardener (Finance Director)


Tel: +44 (0)1454 636 353

Tel: +44 (0)1454 634 194



Cenkos (financial adviser and corporate broker to Brightside)

Bobbie Hilliam

Harry Pardoe

Tel: +44 (0) 20 7397 8900

 

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) 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 +44 (0)20 7638 0129.

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 +44(0) 1454 635 860 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.

Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE SCHEME AND THE ACQUISITION

A.         Conditions to the Scheme and acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 30 September 2014 or such later date (if any) as Bidco and Brightside may, with the consent of the Panel, agree and (if required) the Court may approve. 

1.         The Scheme will be conditional upon:

(a)        approval of the Scheme at the Court Meeting (or at any adjournment thereof) by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

(b)        such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Brightside);

(c)        all resolutions in connection with or required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority required to pass such resolutions at the General Meeting or at any adjournment thereof;

(d)        such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Brightside);

(e)        the sanction of the Scheme and the confirmation of the Capital Reduction involved therein by the Court (in either case, without modification or with modification on terms acceptable to Bidco and Brightside), and

(i)          the delivery of office copies of the Court Orders (with the Statement of Capital attached thereto) to the Registrar of Companies; and

(ii)         in relation to the Capital Reduction, if required by the Court, the Reduction Court Order being registered by the Registrar of Companies; and

(f)         the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Brightside).

2.         In addition, Bidco and Brightside have agreed that, subject as stated in Part B below, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

(a)        the FCA having given notice in writing under section 189(4) of FSMA, either unconditionally or subject to conditions satisfactory to Bidco (acting reasonably), of its approval (or being treated as having given its approval by virtue of section 189(6) of FSMA) of the acquisition of any member of the Wider Brightside Group, which is a UK-authorised person;

(b)        no Third Party having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)          make the Offer or its implementation or the acquisition or proposed acquisition of control of Brightside, by Bidco, void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same in each case to an extent which is material in the context of the Wider Brightside Group, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or require material amendment to the terms of the Acquisition;

(ii)         require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Bidco, any member of the Wider Bidco Group or AnaCap of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of Bidco and AnaCap or the Wider Brightside Group, as the case may be, taken as a whole;

(iii)        impose any limitation on, or result in a delay in, the ability of Bidco, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Wider Brightside Group or to exercise management control over any such member to an extent which, is material in the context of Bidco or the Wider Brightside Group, as the case may be, taken as a whole;

(iv)        save as pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require Bidco or any member of the Wider Brightside Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Wider Brightside Group owned by any third party;

(v)         result in a material delay in the ability of Bidco, or render it unable to a material extent, to acquire some or all of the Brightside Shares or require a divestiture by Bidco any of any shares or other securities (or the equivalent) in Brightside;

(vi)        materially limit the ability of any member of the Wider Brightside Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of Bidco or any other member of the Wider Brightside Group;

(vii)        result in any member of the Wider Brightside Group or Bidco ceasing to be able to carry on business under any name which it presently does so; or

(viii)       otherwise adversely affect in any or all of the businesses, assets, liabilities, profits or prospects of Bidco or any member of the Wider Brightside Group (including any action which would or might adversely affect or prejudice any of the status, licences, authorisations, exemptions or consents of Bidco, AnaCap or any member of the Wider Brightside Group),

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(c)        all necessary or appropriate Authorisations in any jurisdiction for or in respect of the Acquisition or the acquisition of all or any Brightside Shares or other securities in, or control of, Brightside by Bidco having been obtained on terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Brightside Group has entered into contractual arrangements where the absence of such Authorisations would have a materially adverse effect on Bidco or the Wider Brightside Group taken as a whole, as the case may be, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Brightside Group where such business is material in the context of the Wider Brightside Group taken as a whole remaining in full force and effect at the time at which the Offer has been declared or has become unconditional in all respects and there being no indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or review any of the same where such revocation, withdrawal, suspension, restriction, withholding, modification or failure to grant or review would be material in the context of the Wider Brightside Group or Bidco, as the case may be, and all necessary statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Brightside Group;

(d)        all necessary or appropriate filings or applications having been made by the Wider Brightside Group in connection with the Acquisition, and all necessary or appropriate waiting periods (including extensions thereof) in respect of the Acquisition or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by Bidco of any shares or other securities in, or control of, Brightside;

(e)        except as Disclosed by or on behalf of Brightside prior to the date of this announcement there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Brightside Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition by Bidco of any shares or other securities (or the equivalent) in Brightside or because of a change in the control or management of Brightside or any member of the Wider Brightside Group, would or might result in (to an extent which would or might be material in the context of the Wider Brightside Group taken as a whole):

(i)          any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Brightside Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii)         any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Brightside Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii)        any assets or interests of any member of the Wider Brightside Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Brightside Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v)         the rights, liabilities, obligations or interests of any member of the Wider Brightside Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi)        the value of any member of the Wider Brightside Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii)        any member of the Wider Brightside Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii)       the creation or assumption of any liability, actual or contingent, by any member of the Wider Brightside Group other than trade creditors or other liabilities in the ordinary course of business,

and no event having occurred, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Brightside Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, which would or might result in any of the events referred to in sub-paragraph (i) to (viii) of this condition;

(f)         except as Disclosed, no member of the Wider Brightside Group having since 31 December 2012:

(i)          save as between Brightside and wholly-owned subsidiaries of Brightside, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii)         sold or transferred or agreed to sell or transfer any Brightside Shares held in treasury;

(iii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Brightside to Brightside or any of its wholly-owned subsidiaries;

(iv)        other than pursuant to the Offer (and save for transactions between Brightside and its wholly-owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Brightside Group taken as a whole);

(v)         (save for transactions between Brightside and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so in any such case to an extent which is material in the context of the Wider Brightside Group taken as a whole;

(vi)        (save as between Brightside and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital which in any such case is material in the context of the Wider Brightside Group taken as a whole;

(vii)        (save as between transactions between Brightside and its wholly-owned subsidiaries) issued, authorised, or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or incurred or increased any indebtedness other than in the ordinary course of business;

(viii)       (save for transactions between members of the Brightside Group) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix)        entered into, implemented, effected, varied, authorised proposed or announced its intention to enter into, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(x)         entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be materially onerous on the business of the Wider Brightside Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case which is, or is reasonably likely to be material in the context of the Wider Brightside Group;

(xi)        entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement or arrangement with any director or (except for salary increases, bonuses or variation of terms in the ordinary course of business) senior executive of any member of the Wider Brightside Group;

(xii)       proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Wider Brightside Group;

(xiii)      save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A)        the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants;

(B)        the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable thereunder;

(C)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D)        agreed or consented to, any change to the trustees of any pension scheme, including the appointment of a trust corporation,

to an extent in any such case which is material in the context of the Wider Brightside Group taken as a whole;

(xiv)       been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business which is material in the context of the Wider Brightside Group taken as a whole;

(xv)       (other than in respect of a member of the Wider Brightside Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed in each case which might reasonably be expected to have a material adverse effect on the Wider Brightside Group taken as a whole;

(xvi)       entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Brightside Group or Bidco other than to a nature and extent which is normal in the context of the business concerned;

(xvii)      waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Brightside Group;

(xviii)     (except as disclosed on publicly available registers) made any alteration to its memorandum or articles of association or other constitutional documents which is material in the context of the Acquisition;

(g)        except as Disclosed:

(i)          no adverse change or deterioration has occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Brightside Group which is material in the context of the Acquisition;

(ii)         no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Brightside Group or to which any member of the Wider Brightside Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Brightside Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider Brightside Group in each case which might have a material adverse effect on the Wider Brightside Group taken as a whole;

(iii)        no contingent or other liability having arisen or become apparent to Bidco which would or might materially and adversely affect the Wider Brightside Group taken as a whole;

(iv)        no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Brightside Group, which is necessary for the proper carrying on of its business in the form carried on as at the date of this announcement and the withdrawal, cancellation, termination or modification of which might materially and adversely affect the Wider Brightside Group taken as a whole;

(v)         no financial, business or other information concerning the Wider Brightside Group publicly announced, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading to a material extent in the context of the Acquisition;

(vi)        no present member of the Wider Brightside Group or any partnership, company or other entity in which any member of the Wider Brightside Group has a significant economic interest and which is not a subsidiary undertaking of Brightside, is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and financial statements for Brightside for the year ending 31 December 2012 and which is material in the context of the Acquisition; and

(vii)        no information having been discovered by Bidco which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Brightside Group and which is material in the context of the Acquisition;

(h)        Bidco not having discovered:

(i)          that any past or present member of the Wider Brightside Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non‑compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Brightside Group, which in any case is material in the context of the Acquisition; or

(ii)         that there is, or is reasonably likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Brightside Group under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise, which in any case is material in the context of the Acquisition.

For the purpose of these Conditions:

(a)        "Disclosed" means information:

(i)          disclosed by, or on behalf of, Brightside in:

(A)        Brightside's audited final results for the year ended 31 December 2013;

(B)        as otherwise publicly announced prior to the publication of this announcement (by the delivery of an announcement to a Regulatory Information Service);

(C)        in this announcement; or

(ii)         fairly disclosed in the virtual data room operated by or on behalf of Brightside in respect of the Acquisition prior to the date of this announcement.

(b)        "Third Party" means any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti‑trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other equivalent person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel;

(c)        a Third Party shall be regarded as having "intervened" if it has given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision, directive or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and

(d)        "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals.

B.         Certain further terms of the Scheme and the Acquisition

Conditions 2(a) to 2(h) (inclusive) must be fulfilled, be determined by Bidco to be or remain satisfied or (if capable of waiver) be waived by 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. 

Notwithstanding the paragraph above and subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive all or any of Conditions 2(a) to 2(h)  inclusive, in whole or in part and to proceed with the Scheme Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 2(a) to 2(h)  inclusive. 

Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to 2(h) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

Bidco reserves the right to elect to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act), subject to the Panel's consent.  In such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. (or such percentage (being more than 50 per cent.) as Bidco may decide (in each case, subject to the Panel's consent) of the shares to which such Offer relates), so far as applicable, as those which would apply to the Scheme.

If the Panel requires Bidco to make an offer or offers for any Brightside Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Aim Rules and the provisions of the Code.

The Acquisition will lapse if the Acquisition is referred to the CMA or, as the case may be, makes a reference initiating a Phase 2 investigation, or the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a reference to the CMA (or, as the case may be, a Phase 2 investigation) before the date of the Court Meeting.

Save to the extent they are cancelled pursuant to the Scheme, Brightside Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement. If Brightside declares or pays a dividend after the date of this announcement and prior to the Effective Date and such dividend is retained by any Brightside Shareholder in respect of any Brightside Shares, Bidco shall be entitled to reduce the amount of consideration payable by an amount equivalent to such dividend in respect of such Brightside Shares.

This announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales.  The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction.  Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.  Further information in relation to overseas shareholders will be contained in the Scheme Document.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2
Bases and Sources

(a)        The value attributed to the existing issued ordinary share capital of Brightside is based upon the 501,901,509 Brightside Shares in issue on 7 May 2014, being the last business Day prior to this announcement and 5,944,012 Brightside Shares which represent the number of net new shares expected to be created by exercising all in-the-money options, calculated using the Treasury Stock Method.

(b)        Unless otherwise stated, the financial information on Brightside is extracted (without material adjustment) from Brightside's Annual Report and Accounts for the year ended 31 December 2012, the Interim Results for the period ending 30 June 2013 or the announcement of Brightside's audited final results for the year ended 31 December 2013.

(c)        The market prices of Brightside Shares are the closing middle market quotations as derived from the AIM Appendix of the Official List.

(d)        Volume weighted average closing prices are derived from Bloomberg.

(e)        The premium calculations to the price per Brightside Share has been calculated by reference to the price of 18.875 pence per Brightside Share at the close of business on 7 May 2014 (being the last Business Day prior to this announcement).

(f)         The premium calculations to the VWAP per Brightside Share have been calculated by reference to the volume weighted average of the daily volume weighted price, being 19.199 pence per Brightside Share over the month from 8 April to 7 May 2014 (being the last Business Day prior to this announcement) and 19.192 pence per Brightside Share over the three months from 10 February to 7 May 2014 (being the last Business Day prior to this announcement).

Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

Director Shareholders

The following holders of Brightside Shares who are directors of Brightside have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Brightside Shares:

Name

Number of Brightside Shares

Percentage of issued ordinary share capital of Brightside as at 7 May 2014

Paul Chase-Gardener

40,566,205

8.08%

Helen Molyneux

4,177,500

0.83%

Christopher Fay

2,400,000

0.48%

Julian Telling

415,682

0.08%

Stuart Palmer

187,500

0.04%

 

These undertakings are conditional only on the Scheme Document being published within 28 days of this announcement and will only cease to be binding if the Scheme lapses or is withdrawn.  These undertakings will remain binding in all other circumstances, including in the event that a higher competing offer is made for Brightside.

Institutional Shareholders

The following holders of Brightside Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Brightside Shares:

Name

Number of Brightside Shares

Percentage of issued ordinary share capital of Brightside as at 7 May 2014

Schroder Investment Management Limited

73,096,892

14.56%

Markerstudy Holdings Limited

60,578,040

12.07%

Leslie Hughes

31,159,378

6.21%

 Stena Investment sàrl

29,789,473

5.94%

James Bowers

27,825,091

5.54%

 

Following the release of this announcement, all of these undertakings will cease to be binding if: (a) the Scheme Document has not been published within 28 days of the date of this announcement (or such longer period as may be agreed with the Panel) (save where Bidco subsequently elects to proceed by way of the Offer, in which case, such date shall be extended to the date which is 28 days after the date of any announcement announcing the change in structure of the Acquisition); or (b) the Panel confirms that Bidco is no longer required by the Code to proceed with the Acquisition. 

With the exception of Markerstudy's undertaking, the other undertakings will cease to be binding if a third party announces a firm intention to make an offer under Rule 2.7 of the Code for the whole of the issued share capital of Brightside which is greater than or equal to 28 pence per Brightside Share and Bidco does not within 7 days of the announcement of such competing offer make a revised offer which is greater than or equal to 28 pence per Brightside Share.

Markerstudy's undertaking will cease to be binding if a third party announces a firm intention to make an offer under Rule 2.7 of the Code for the whole of the issued share capital of Brightside which is greater than or equal to 26.5 pence per Brightside Share and Bidco does not within 7 days of the announcement of such competing offer make a revised offer which is greater than or equal to 26.5 pence per Brightside Share.

All of the undertakings will continue to be binding in circumstances where Bidco elects to implement the Acquisition by way of the Offer.

Appendix 4
Definitions

The following definitions apply throughout this announcement unless the context requires otherwise.

"£", "Sterling", "pence" or "p"

the lawful currency of the UK

"Acquisition"

the direct or indirect acquisition of the entire issued and to be issued share capital of Brightside by Bidco (other than Brightside Shares already held by Bidco, if any) to be implemented by way of the Scheme or (should Bidco so elect, subject to the consent of the Panel) by way of the Offer

"AIM"

the AIM market of the London Stock Exchange

"AIM Rules"

the rules for AIM companies and their nominated advisers published from time to time by the London Stock Exchange

"AnaCap"

together AnaCap II LP, AnaCap FP GP II Limited and AnaCap LLP

"AnaCap II LP"

AnaCap Financial Partners II, LP, a fund ultimately managed by AnaCap FP GP II Limited which is advised by AnaCap LLP

"AnaCap FP GP II Limited"

AnaCap FP GP II Limited, the ultimate manager of AnaCap II LP

"AnaCap LLP"

AnaCap Financial Partners LLP, adviser to AnaCap FP GP II Limited

"Brightside"

Brightside Group plc

"Brightside Group"

Brightside and its subsidiary undertakings

"Brightside Shareholders"

the registered holders of Brightside Shares from time to time

"Brightside Share Schemes"

means the Brightside Group Plc HMRC Approved Company Share Option Plan and the Brightside Group Plc Share Option Scheme (Incorporating Enterprise Management Incentive Options)

 

"Brightside Shares"

ordinary shares of 1 pence each in the capital of Brightside

"Bidco"

Belvedere Bidco Limited, a company incorporated in England and Wales with registered number 09023671

"Bidco Group"

Bidco and its subsidiary undertakings

"Business Day"

a day (other than Saturdays, Sundays and UK public holidays) on which banks are open for business in London

"Capital Reduction"

the proposed reduction of Brightside's share capital under Chapter 10 of Part 17 of the Companies Act, associated with the Scheme

"Cenkos"

Cenkos Securities plc the financial advisers to Brightside

"Closing Price"

the middle market price of a Brightside Share at the close of business on the day to which such price relates, as derived from the AIM Appendix to the Official List for that day;

"CMA"

Competition and Markets Authority

"Code"

the City Code on Takeovers and Mergers

"Companies Act"

the Companies Act 2006, as amended from time to time

"Conditions"

the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix 1 to this announcement and to be set out in the Scheme Document

"Court"

the High Court of Justice of England and Wales

"Court Orders"

the Scheme Court Order and the Reduction Court Order

"Court Meeting"

the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of approving the Scheme, including any adjournment thereof

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Effective Date"

the date upon which the Scheme becomes effective in accordance with its terms

"Excluded Shares"

(i) any Brightside Shares beneficially owned by Bidco or any other member of the Bidco Group; and (ii) any other Brightside Shares which Bidco and Brightside agree will not be subject to the Scheme

"FCA"

the Financial Conduct Authority

"Forms of Proxy"

the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document

"FSMA"

the Financial Services and Markets Act 2000, as amended

"General Meeting"

the general meeting of Brightside to be convened in connection with the Scheme and the Capital Reduction, notice of which will be set out in the Scheme Document, including any adjournment thereof

"IFRS"

International Financial Reporting Standards

"Independent Directors"

Christopher Fay, Paul Chase-Gardener, Stuart Palmer, Helen Molyneux and Julian Telling.

"London Stock Exchange"

London Stock Exchange plc

"Macquarie"

Macquarie Capital (Europe) Limited, the financial adviser to Bidco and AnaCap

"Markerstudy"

Markerstudy Holdings Limited

"Offer"

if (subject to the consent of the Panel) Bidco elects to effect the Acquisition by way of a takeover offer, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Brightside on the terms and subject to the conditions to be set out in the related offer document

"Official List"

the official list of the London Stock Exchange

"OFT"

Office of Fair Trading

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Code

"Panel"

the Panel on Takeovers and Mergers

"Reduction Court Hearing"

the hearing of the Court of the application to confirm the Capital Reduction

"Reduction Court Order"

the order of the Court to be granted at the Reduction Court Hearing

"Registrar of Companies"

the Registrar of Companies in England and Wales

"Regulatory Information Service"

any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements

"Restricted Jurisdictions"

any jurisdiction where the extension or availability of the Scheme or Offer would breach any applicable law

"Scheme"

the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Brightside and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Brightside and Bidco

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme

"Scheme Court Order"

the order of the Court to be granted at the Scheme Court Hearing sanctioning the Scheme under Part 26 of the Companies Act

"Scheme Document"   

the document to be sent to (among others) Brightside Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and the General Meeting

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date

"Scheme Shareholders"

holders of Scheme Shares

"Scheme Shares"

Brightside Shares:

(a)        in issue as at the date of the Scheme Document;

(b)        (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and

(c)        (if any) issued on or after the Scheme Voting Record Time and at or prior to the Scheme Voting Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

but in each case other than the Excluded Shares

"Scheme Voting Record Time"

the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined

"Special Resolution"

the special resolution to be proposed by Brightside at the General Meeting in connection with, among other things, the approval of the Scheme and confirmation of the Capital Reduction, the alteration of Brightside's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Brightside Shares

"Statement of Capital"

the statement of capital (approved by the Court) showing, with respect to Brightside's share capital, as altered by the Reduction Court Order, the information required by section 649 of the Companies Act

"Substantial Interest"

a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"United States of America", "United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"US Exchange Act"

the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended)

"US Holders"

means holders of Brightside Shares ordinarily resident in the US or with a registered address in the US, and any custodian, nominee or trustee holding Brightside Shares for persons in the US or with a registered address in the US

"VWAP"

volume weighted average price, derived from Factset

"Wider Brightside Group"

Brightside and the subsidiaries and subsidiary undertakings of Brightside and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Brightside Group is interested or any undertaking in which Brightside and such undertakings (aggregating their interests) have a Substantial Interest)

"Wider Bidco Group"

Bidco and the subsidiaries and subsidiary undertakings of Bidco and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Bidco Group is interested or any undertaking in which Bidco and such undertakings (aggregating their interests) have a Substantial Interest)



For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.  All references to time in this announcement are to London time unless otherwise stated.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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