1.1. The Rule 2.7 Announcement - View PDF
2. Shareholder Irrevocables and LOIs
2.1. AXA Letter of Intent - View PDF
2.2. AVIVA Letter of Intent - View PDF
2.3. Hargreave Hale Irrevocable Undertaking - View PDF
2.4. Invesco Irrevocable Undertaking - View PDF
2.5. Invesco Letter of Intent - View PDF
2.6. Woodford Letter of Intent - View PDF
3. Director Irrevocable Undertakings
3.1. Avril P-B Irrevocable Undertaking - View PDF
3.2. David L Irrevocable Undertaking - View PDF
3.3. Jonathan K Irrevocable Undertaking - View PDF
3.4. Piet C Irrevocable Undertaking - View PDF
3.5. Stephen G Irrevocable Undertaking - View PDF
3.6. Tim L Irrevocable Undertaking - View PDF
4. Consent Letters
4.1. BAML Consent Letter - View PDF
4.2. HSBC Consent Letter - View PDF
4.3. BAML Consent Letter (2) - View PDF
4.4. HSBC Consent Letter (2) - View PDF
5. Financing Agreements
5.1. Interim Equity Agreement - View PDF
5.2. Preference Share Subscription Agreement between BBD, Equityco, BBD Prefco and Albacore - View PDF
5.3. Senior Facilities Agreement - View PDF
5.4. Senior Facilities Agreement Fee Letters - View PDF
5.5. Second Lien Facilities Agreement - View PDF
5.6. Second Lien Facilities Agreement Fee Letters - View PDF
5.7. Security Documents in respect of the Senior Facilites Agreement and the Second Lien Facilities Agreement - View PDF
5.8. Intercreditor Agreement - View PDF
5.9. Bluebird Interim Equity Agreement Amendment Letter - Conformed Copy - View PDF
5.10. Bluebird - Susbscription Amendment Agreement - View PDF
5.11. Bluebird - 1L ARA - cc - View PDF
5.12. Bluebird - 2L ARA - cc - View PDF
5.13. Bluebird - Updated 1L Syndication and Fee Letter - cc - View PDF
5.14. Bluebird - LP (Public) - Sep-19 - View PDF
5.15. Bluebird Senior Syndication Term Sheet - View PDF
5.16. Bluebird - Deed of Novation (Conformed Copy) - View PDF
5.17. BCA - Transaction Update Memo - View PDF
5.18 Bluebird - 1L Amendment Letter - CONFORMED COPY - View PDF
5.19. Bluebird_Amendment and Restatement Agreement_Intercreditor Agreement - View PDF
5.20. Bluebird_Amendment and Restatement Agreement_Second Lien Facilities Agreement - View PDF
5.21. Bluebird_Amendment and Restatement Agreement_Senior Facilities Agreement - View PDF
5.22. Bluebird_Preference Share Subscription Agreement Amendment Agreement - View PDF
5.23. Bluebird_Preference Share Subscription Agreement Amendment Agreement_November 2019 - View PDF
6. Offer-Related Arrangements or Other Agreements
6.1. NDA - View PDF
6.2. Clean Team Agreement - View PDF
6.3. Cooperation Agreement - View PDF
6.4. 2.4 Announcement - View PDF
6.5. Rule 2.10 Announcement - View PDF
6.6. Rule 2.10 Announcement (2) - View PDF
6.7. Rule 2.10 Announcement (3) - View PDF
6.8. Rule 2.10 Announcement (4) - View PDF
6.9. Rule 2.10 Announcement (5) - View PDF
6.10. Rule 2.10 Announcement (6) - View PDF
7. Scheme Documents
7.1. BCA Marketplace Scheme - View PDF
7.2. Form of proxy for the Court Meeting - View PDF
7.3. Form of proxy for the General Meeting - View PDF
7.4. BCA Marketplace plc proposed Articles of Association - View PDF
7.5. BBD Bidco Limited Articles of Association - View PDF
7.6. BCA Annual Report year ended April 2018 - View PDF
7.7. BCA Interim Results Report for year ended 30 September 2018 - View PDF
7.8. BCA Preliminary Results Report year ended 31 March 2019 - View PDF
7.9. Announcement of publication of the Scheme Document - View PDF
7.10. BBD Bidco Limited Voting Update - View PDF
7.11. Project Sun - Results of Court Meeting and General Meeting - View PDF
7.12. Bluebird_Announcement_Regulatory Approval - View PDF
7.13. Bluebird_Announcement_Financing arrangements - View PDF
7.14. Bluebird Announcement Update to offer price - View PDF
7.15. Bluebird Announcement Financing Arrangements (24 September) - View PDF
7.16. Bluebird_Announcement_Regulatory and Antitrust Approval - View PDF
7.17. Bluebird_Announcement_Financing arrangements (1 November) - View PDF
7.18. Bluebird_Announcement re Court Hearing - View PDF
7.19. Bluebird_Announcement_Financing arrangements (6 November) - View PDF
7.20. Project Sun - Announcement re Suspension of Shares - View PDF
7.21. Project Sun - Announcement re Cancellation of Shares - View PDF
DISCLAIMER - IMPORTANT
Recommended cash offer (the “Offer”) by BBD Bidco Limited (“Bidco"), a special purpose vehicle formed by investment funds managed by TDR Capital LLP (“TDR”), for BCA Marketplace plc
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THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BIDCO AND BCA MARKETPLACE PLC (“BCA”) RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
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The full terms and conditions of the Offer will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Offer, BCA shareholders should rely only on the information contained in the formal Scheme Document.
Terms defined in the announcement of the Offer dated 26 June 2019 shall have the same meaning when used in this notice.
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Notice to US Investors
The Offer is being made to acquire the securities of BCA, an English company incorporated under the laws of England and Wales, by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this Microsite has been prepared in accordance with International Financial Reporting Standards 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 United States. If Bidco exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.
It may be difficult for US holders of BCA shares to enforce their rights and claims arising out of the US federal securities laws, since Bidco and BCA are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of BCA shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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, BCA shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Bank of America Merrill Lynch will continue to act as an exempt principal trader in BCA shares on the London Stock Exchange. 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 a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.
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Basis of access
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