Bravura Solutions shareholders vote in favour of resolutions to implement Ironbridge proposal to acquire 100 per cent of Bravura Solutions

Sydney, 23 September 2013  – Bravura Solutions Limited (Bravura) announces that at the Scheme Meeting and General Meeting held today in Sydney, Bravura shareholders passed the resolutions required to implement the proposal whereby Stockholm Solutions Pty Ltd, an entity owned by funds managed or advised by Ironbridge Capital Management Pty Limited, or its affiliates, will acquire all of the shares in Bravura, including by way of scheme of arrangement (Proposal).

The Proposal is more fully described in the Explanatory Memorandum released to the ASX dated 20 August 2013. Capitalised terms not otherwise defined in this announcement take the meaning given in the Explanatory Memorandum unless the context requires otherwise.

Voting Results – Scheme Meeting

Bravura announces that the Scheme Resolution to approve the Scheme, as set out in the Notice of Meeting for the Scheme Meeting dated 20 August 2013, was passed by the required majorities of Bravura shareholders, with:

  • 99.12 per cent of votes cast in favour of the resolution; and
  • 91.28 per cent of Bravura shareholders present and voting (either in person or by proxy) in favour of the resolution.

The results of the poll were as follows:

Votes % of votes Number of Shareholders % of Shareholders
For 156,274,044 99.12% 199 91.28%
Against 1,381,116 0.88% 19 8.72%
TOTAL VOTES CAST   157,655,160 100.00% 218 100.00%
Votes “Abstained”* 171,339 n/a 0 n/a

 

* Note that the votes relating to a shareholder who abstains from voting are not counted in determining requisite majority.

The proxies received were as follows:

Votes % of votes Number of shareholders % of shareholders
For 154,008,631 98.51% 179 82.87%
Against 1,381,116 0.88% 19 8.80%
Proxy’s discretion 944,890 0.60% 18 8.33%
Abstain* 171,339 n/a 0 n/a
TOTAL PROXY VOTES 156,334,637 100.00% 216 100.00%

* Note that the votes relating to a shareholder who abstains from voting are not counted in determining requisite majority.

Voting Results – General Meeting

Bravura announces that the Sale Resolution to approve certain acquisitions of relevant interests in connection with the Sale Transaction, as set out in the Notice of Meeting for the General Meeting dated 20 August 2013, was passed by the required majority of Bravura shareholders, with 99.12 per cent of votes cast in favour of the resolution.

The results of the poll were as follows:

Votes % of votes
For 156,273,151 99.12%
Against 1,382,009 0.88%
TOTAL VOTES CAST 157,655,160 100.00%
Votes “Abstained”* 171,339 n/a

 

 

 

 

 

 

 

 

 

* Note that the votes relating to a shareholder who abstains from voting are not counted in determining requisite majority.

The proxies received were as follows:

Votes % of votes
For 153,958,438 98.51%
Against 1,382,009 0.88%
Proxy’s discretion 944,190 0.61%
Abstain* 171,339 n/a
TOTAL PROXY VOTES 156,284,637 100.00%

 

 

 

 

 

 

 

 

 

 

 

* Note that the votes relating to a shareholder who abstains from voting are not counted in determining requisite majority.

Next steps

Bravura will now seek orders from the Federal Court of Australia for the approval of the Scheme at a hearing scheduled for Thursday, 26 September 2013.

If the Federal Court of Australia approves the Scheme, Bravura proposes to lodge the court orders with ASIC so that the Scheme becomes Effective on Thursday, 26 September 2013.

If this occurs, Bravura’s shares will be suspended from trading on ASX at the close of trading on Thursday, 26 September 2013.

Timetable

The indicative timetable to the implementation of the Scheme is as follows:

Event Time and Date
Second Court Date Thursday, 26 September 2013
Effective Date Thursday, 26 September 2013
Last date Bravura Shares will trade on ASX Thursday, 26 September 2013
Scheme Record Date – time and date for determining entitlements to Scheme Consideration 5:00pm (Sydney time) on Thursday, 3 October 2013
Implementation Date – transfer of Bravura shares to the Bidder Thursday, 10 October 2013
Payment of Scheme Consideration – will be made to Scheme Shareholders (by cheque) Thursday, 10 October 2013

 

The Proposal and the Scheme are subject to Conditions Precedent, which are set out in the Explanatory Memorandum released to the ASX on 20 August 2013.

The Conditions Precedent will be tested as at the Second Court Date. As far as Bravura is aware immediately before the lodgement of this announcement, no circumstances have occurred which will cause any of the Conditions Precedent not to be satisfied or to become incapable of satisfaction.

Further details relating to the Proposal can be found in the Explanatory Memorandum. If you have any questions in relation to the Explanatory Memorandum or this announcement you should call the Bravura Shareholder Information Line on 1800 129 386 (within Australia) or +61 1800 129 386 (outside Australia) between 8:30am and 7:30pm (Sydney time), Monday to Friday.

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