Brightside Group PLC Form 8 (OPD) - Brightside Group plc (6369G)
May 08 2014 - 10:31AM
UK Regulatory
TIDMBRT
RNS Number : 6369G
Brightside Group PLC
08 May 2014
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
AMENDED & RESTATED TO INCLUDE ADDITIONAL INFORMATION IN
SECTION 3
1. KEY INFORMATION
(a) Identity of the party to the offer making the Belvedere Bidco Limited ("Bidco") a newly incorporated
disclosure: company indirectly owned by Anacap
Financial Partners II, LP, a fund managed by Anacap FP GP
Ltd which is advised by Anacap Financial
Partners LLP
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(b) Owner or controller of interests and short positions
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
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(c) Name of offeror/offeree in relation to whose relevant Brightside Group plc ("Brightside")
securities this form relates:
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the OFFEROR
offeror or the offeree?
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(e) Date position held: 8 May 2014
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(f) Has the party previously disclosed, or is it today NO
disclosing, under the Code in respect
of any other party to this offer?
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security:
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Interests Short positions
-------------------------------------------------- ------------- ------------------
Number % Number %
-------------------------------------------------- --------- ------------- ---
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
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(2) Derivatives (other than options): Nil 0 Nil 0
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(3) Options and agreements to purchase/sell: Nil 0 Nil 0
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TOTAL: Nil 0 Nil 0
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All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: NONE
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Details, including nature of the rights concerned and relevant percentages: NONE
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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The following irrevocable commitments have been received in relation to the scheme of arrangement
proposed to be made under Part 26 of the Companies Act between Brightside and the holders
of scheme shares (the "Scheme"):
Director Shareholders Name Number of Brightside Percentage of
Shares issued ordinary
share capital
of Brightside
as at 7 May
2014
Paul Chase-Gardener 40,566,205 8.08%
Christopher
Fay 2,400,000 0.48%
Helen Molyneux 4,177,500 0.83%
Julian Telling 415,682 0.08%
Stuart Palmer 187,500 0.04%
These undertakings are conditional only on the circular in relation to the Scheme (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 Name Number of Brightside Percentage of
Shares 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 on Takeovers and Mergers (the "Panel"))
(save where Bidco subsequently elects to proceed by way of a takeover offer, in which case,
such date shall be extended to the date which is 28 days after the date of any announcement
announcing this change in structure of the acquisition); or (b) the Panel confirms that Bidco
is no longer required by the City Code on Takeovers and Mergers (the "Code") to proceed with
the acquisition.
With the exception of the undertaking of Markerstudy Holdings Limited ("Markerstudy"), 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 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 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 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 share.
All of the undertakings will continue to be binding in circumstances where Bidco elects to
implement the acquisition by way of a takeover offer.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
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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.
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3 for each additional class of
relevant security.
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