Markerstudy Holdings Limited Offer Update (5699N)

TIDMBRT

RNS Number : 5699N

Markerstudy Holdings Limited

09 September 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

MARKERSTUDY HOLDINGS LIMITED ("MARKERSTUDY")

UPDATE ON OFFER TALKS WITH BRIGHTSIDE GROUP PLC ("BRIGHTSIDE")

BRIGHTSIDE INVITED TO EXPLAIN SHAREHOLDER VALUE STRATEGY BEFORE 5.00PM ON 10 SEPTEMBER 2013

On 16 July 2013 Markerstudy announced that it had made a preliminary approach to Brightside regarding a potential cash offer for the entire issued and to be issued share capital of Brightside. As was set out in the approach, any offer, if made, was to be financed from Markerstudy's own cash resources and external debt.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code") requires that Markerstudy, by no later than 5.00 p.m. on Tuesday 10 September 2013 (unless the Panel consents otherwise), either announces a firm intention to make an offer for Brightside in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer.

Markerstudy notes the Trading Update announced by Brightside on 31 July 2013 (i.e. only some two weeks after the Markerstudy approach) which Brightside concluded by stating that: "Looking forward however the Board expects underwriting capacity to restrict the growth of new online policy sales which will impact the overall financial performance of the Group for the full year".

Markerstudy concurs with this negative statement by the Board of Brightside and Markerstudy has therefore reduced its valuation of Brightside from the indicative offer price of 27p per share made in writing on 15 July 2013 (the 27p per share level was announced by Brightside on 16 July 2013 without the consent of Markerstudy and therefore Markerstudy is not bound, in the event it does make an offer, to make an offer at the 27p per share level). Consequently, on 6 September 2013, Markerstudy informed the Board of Brightside that any offer would be below 27p and likely be in the range of 20p-22p per share. Markerstudy's business due diligence on Brightside is substantially complete. Markerstudy has requested an extension to the timetable of four weeks principally to complete the work associated to put in place the final debt arrangements. To date, Brightside has refused this request. Markerstudy will be unable to announce a formal offer by 5.00 p.m. on Tuesday 10 September 2013.

Brightside's current trading pattern, as announced by Brightside in its Trading Update of 31 July 2013, has been a contributory factor to the delays in securing the required debt financing.

In the absence of an extension to the deadline for a formal offer to be made, Markerstudy will be restricted from announcing an offer or possible offer for Brightside (and / or taking any other action which would otherwise be restricted under Rule 2.8 of the Code) within the six months from 10th September 2013 except in the circumstances set out in Note 2 to Rule 2.8 of the Code.

If the Board of Brightside is unwilling to extend the deadline for Markerstudy to make a formal offer, such an approach effectively amounts to a rejection of Markerstudy's 20-22p valuation level. As an 11.4 per cent shareholder in Brightside, Markerstudy awaits the Board of Brightside's views on a shareholder value plan in excess of those levels. In particular, as a significant shareholder in Brightside, Markerstudy will be expecting an explanation of initiatives to address the current profit trend set out in Brightside's Trading Update of 31 July 2013, prospects for new third party underwriting capacity, to clarify all related party transactions and payments, ongoing governance including board composition and a clear statement of future strategic direction.

Markerstudy accepts that there may well be differences of opinion between Markerstudy and Brightside as to the value of the Brightside business, but believes that the Board of Brightside should clarify the reasons for their views publicly for all shareholders before effectively ruling out the possibility for Markerstudy to make an offer.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in certain restricted jurisdictions, at www.markerstudy.com by no later than 12 noon (London time) on 10 September 2013. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

ENQUIRIES:

Markerstudy Holdings Limited

Lizzie Smith-Foreman

Phone: +44 (0) 844 854 8714

Kinmont

John O'Malley & James Local

Phone: +44 (0) 20 7087 9100

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Markerstudy and for no-one else in connection with the potential offer and will not be responsible to any person other than Markerstudy for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein.

This announcement does not constitute any offer to acquire, or the solicitation of an offer to sell or transfer, any shares in Brightside from or to any person in any jurisdiction.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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