Proposed acquisition of Brightside Group plc.

IMPORTANT NOTICE

Recommended cash offer (the Acquisition) for Brightside Group plc (Brightside) by Belvedere Bidco Limited, a newly incorporated company indirectly owned by Anacap Financial Partners II, LP, a fund managed by Anacap Financial Partners GP Ltd which is advised by Anacap Financial Partners LLP (together, or individually as the context requires, Anacap) to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

This section of the website (the Micro-site) contains announcements, documents and information relating to the Acquisition and the Scheme (together, the Information). The Information is being made available in good faith and for information purposes only. The availability of the Information is subject to the terms and conditions set out below.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

The full terms and conditions of the Acquisition will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Acquisition, Brightside Shareholders should rely only on the information contained and procedures described in the formal Scheme Document.

Terms defined in the announcement of the Acquisition dated [8] May 2014 shall have the same meaning when used in this notice.

Basis of access to the Micro-Site

Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Anacap from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Anacap.

Any person seeking access to the Micro-Site represents and warrants to Anacap that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy Brightside Shares. Further, it does not constitute a recommendation by Anacap or any other party to sell or buy securities in Brightside.

The Acquisition cannot be validly accepted by Brightside Shareholders or any other persons through means of downloading any Information from this Micro-Site.

Brightside Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Acquisition. Any shareholder action required in connection with the Acquisition will be set out in documents sent to or made available to Brightside Shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Overseas persons

Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes 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.

Copies of any documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any other jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Anacap or Brightside (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.

If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.

Forward-looking statements

The Information may contain "forward-looking statements" relating to Brightside and Anacap and the business sectors in which they operate. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Anacap and Brightside about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Acquisition on Anacap and Brightside, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Anacap and Brightside believe that the expectations reflected in such forward-looking statements are reasonable, Anacap and Brightside can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Neither Anacap nor Brightside, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), neither Anacap or Brightside is under any obligation, and Anacap and Brightside expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Responsibility

In relation to any Information, the only responsibility accepted by the directors of Anacap is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither Anacap nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about the contents of the Micro-Site 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.

THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of this notice

By clicking on "I agree" below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
  • warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
  • agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.

If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to the homepage.