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
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
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
You are attempting to enter the Microsite which is designated for the publication of electronic versions of materials relating to the Offer.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS.
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.
Please read this notice carefully - it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.
Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
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.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
The Information must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into Canada, Japan, Australia or the Republic of South Africa or any other restricted jurisdiction.
If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
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.
Any securities referred to in the Information have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States or to US Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Basis of access
The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and TDR, Bidco, investments funds managed by TDR and each of their subsidiaries or associates, or any of their respective directors, members, officers, employees and agents (“TDR Group”) have, and accept, no responsibility or duty to update any such information, document or announcement and reserve the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. No member of the TDR Group nor any of its advisers nor BCA nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Bidco is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
No member of the TDR Group has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
Certain statements in the Information are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in such forward-looking statements. These forward-looking statements speak only as of the date of the respective documents. Each member of the TDR Group expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Acceptance of Disclaimer
Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any restricted jurisdiction, you must click on the relevant box below in order to exit the Microsite.
Confirmation of understanding and acceptance
In order to view the Information on the Microsite please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
(i) I have read and understood the notice set out above and agree to be bound by its terms.
(ii) I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
(iii) I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
(iv) I represent and warrant to TDR and Bidco that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.