Publication of Circular & Share Buyback Programme
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Bridgepoint Group plc
("Bridgepoint" or the "Company")
Publication of Circular and announcement of Share Buyback Programme
On 6 September 2023, Bridgepoint announced that it had agreed to add Energy Capital Partners Holdings, LP and affiliated entities to its platform (the "Transaction"). The Company is pleased to announce that, pursuant to Listing Rule 9.6.3, a circular together with a Notice of General Meeting (the "Circular") in relation to the Transaction has been approved by the FCA and published today.
The General Meeting to approve the Transaction will be held at 5 Marble Arch, London, United Kingdom, W1H 7EJ on Thursday 19 October 2023 at 12:00 p.m.
Bridgepoint confirms that, in compliance with Listing Rule 9.6.1, an electronic copy of the Circular is available for download on Bridgepoint's website and has been submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.
Bridgepoint is highly disciplined with capital allocation and always considers alternatives to optimise shareholder returns. Continuing with this disciplined approach and reflecting both the current share price as well as current trading, prospects and a strong balance sheet and cash flow generation, on 6 September, the Company announced its intention to pursue a second share buyback programme of up to £50 million (the "Buyback Programme") and today is announcing that it will do so. The Buyback Programme will run from completion of the existing programme and is envisaged to complete before 31 July 2024. The existing programme has been extended and is now expected to complete on or before 31 October 2023, having returned over £47 million to Shareholders to date.
Details of the Buyback Programme
Bridgepoint has entered into an arrangement with J.P. Morgan Securities plc ("JP Morgan Securities") in relation to the purchase by JP Morgan Securities, as riskless principal, of ordinary shares in Bridgepoint (the "Shares").
Any purchases of Shares pursuant to the Buyback Programme will be effected within certain pre-set parameters. These arrangements are in accordance with Bridgepoint's general authority to repurchase up to 81,999,850 Shares granted at its annual general meeting held on 18 May 2023 (the "2023 AGM"), Chapter 12 of the Listing Rules, and those provisions of Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and the Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018). The number of ordinary shares to be purchased under the Buyback Programme and those already purchased since the date of the 2023 AGM under the previous buyback programme will not exceed 81,999,850 Shares in aggregate and is therefore within the 2023 AGM approved limit. The authority granted at the 2023 AGM expires at the earlier of the close of business on 31 July 2024 and the conclusion of the 2024 annual general meeting, and Bridgepoint expects to seek renewal of the authority to buy back shares at the 2024 annual general meeting.
Details of the authority granted at the 2023 AGM can be found on our website at https://www.bridgepoint.eu/shareholders/shareholder-centre/agm.
The aggregate purchase price to be paid pursuant to the Buyback Programme is £50 million, and any Shares purchased will be cancelled.
The sole purpose of these share purchases is to reduce the Company's share capital.
ENQUIRIES
Bridgepoint
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Analysts and investors Adam Key +44 7833 748010
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Media Christian Jones / James Murray christian.jones@bridgepoint.eu james.murray@bridgepoint.eu +44 20 7034 3500 |
FGS Global (Public Relations Adviser to Bridgepoint)
Charles O'Brien / +44 20 7251 3801 / +44 7825 043 656
Anjali Unnikrishnan / +44 20 7251 3801 / +44 7826 534 233
Legal Entity Identifier (LEI): 213800KFNMVI8PDZX472
Important Notice
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore 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. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus.
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA, is acting as joint sponsor exclusively for Bridgepoint and no one else in connection with the Transaction and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than Bridgepoint for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Transaction or any other matter or arrangement referred to herein.
Morgan Stanley & Co. International plc ("Morgan Stanley"), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as joint sponsor exclusively for Bridgepoint and no one else in connection with the Transaction and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than Bridgepoint for providing the protections afforded to clients of Morgan Stanley or its affiliates, nor for providing advice in relation to the Transaction or any other matter or arrangement referred to herein.
BNP PARIBAS ("BNPP"), which is authorised and regulated by the European Central Bank, the Autorité de contrôle prudentiel et de résolution and the Prudential Regulation Authority, and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority, is acting as joint financial adviser exclusively for Bridgepoint and no one else in connection with the Transaction and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than Bridgepoint for providing the protections afforded to clients of BNPP or its affiliates, nor for providing advice in relation to the Transaction or any other matter or arrangement referred to herein.
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