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Update regarding Ironbridge proposal and Lift Capital
09 July 2008 Sydney, 27 June 2008 (ASX: BVA) – Iain Dunstan and Simon Woodfull, joint Managing Directors of Bravura Solutions Limited (Bravura, ASX: BVA), and their related entities (Director Entities), private equity manager Ironbridge Capital Pty Limited (Ironbridge) and the Voluntary Administrator of Lift Capital Partners Pty Limited and its associated entities (Lift Capital), have today reached in-principle agreement on the commercial terms of a revised and simplified transaction structure for the proposed acquisition of Bravura by Ironbridge (Revised Proposal). The Revised Proposal would, if consummated, allow the proposed transaction announced to the market on 5 May 2008 (Initial Proposal) to proceed without the previous condition requiring the Director Entities to hold unencumbered title to their 43,420,689 Bravura shares, representing approximately 30.5% of the issued share capital of Bravura (Director Entities' Shares). The in-principle agreements to give effect to the Revised Proposal include the following: The Revised Proposal has been developed in response to uncertainty that had arisen as to the ownership of the 43,420,689 Bravura shares in respect of which the Director Entities would otherwise have participated in the Initial Proposal, following the appointment of Voluntary Administrators to Lift Capital on 10 April 2008. The resolution of the issue as to how this 30.5% parcel of shares will participate in the transaction will allow Bravura and Ironbridge to revise and simplify the Initial Proposal. The Revised Proposal would involve a single scheme being proposed at the agreed offer price of $1.73 per share. The terms of the Revised Proposal would be similar to those announced on 5 May 2008 for the Initial Proposal, with the key differences being: Consistent with the Initial Proposal, the Revised Proposal would exclude from the operation of the single scheme all Bravura shares held by or on behalf of Ironbridge or its affiliates. Subject to the relevant definitive documentation being negotiated and executed, the shares held by or on behalf of Ironbridge would include 18.65 per cent of Bravura shares which, as noted above, it is proposed will be conditionally sold to Ironbridge's relevant bid vehicle for the transaction. The Voluntary Administrator is supportive of the Revised Proposal and the scheme generally. All parties are working actively and constructively towards the finalisation of definitive transaction documentation to reflect their in-principle agreement. However, no assurance can be provided at this time that definitive documentation will be agreed and that the Revised Proposal will be developed to the point that it is capable of being submitted to Bravura shareholders. Bravura and its advisers are currently working on revised scheme documentation (including a revised scheme booklet) that will reflect the terms of the Revised Proposal. Subject to the relevant legal arrangements being formalised, the draft scheme documentation will be lodged with ASIC for its review as soon as practicable, with a view to Bravura applying to the Victorian Supreme Court for orders to convene the scheme meeting and to approve the dispatch of the scheme booklet to Bravura shareholders. The parties are working towards finalisation and implementation of the Revised Proposal in mid September 2008. Iain Dunstan, joint Managing Director of Bravura, said: "Simon Woodfull and I are pleased to have reached a mutually acceptable position regarding our stock, which will assist in removing the uncertainty for all stakeholders in Bravura." Joseph Hayes, Voluntary Administrator of Lift Capital, said: "The terms of the proposal provide clarity surrounding the shareholding in Bravura. The Bravura stock represents a significant asset of the Lift administration, so resolving the position provides greater certainty in relation to the Administration outcomes. Matthew McLellan, Director of Ironbridge, said: "Ironbridge is please to have been able to work closely with Bravura and McGrath Nicol to find a solution that provides value for Lift Capital creditors and enables Bravura shareholders to participate in the Ironbridge proposal of $1.73 per share."
Update regarding Ironbridge proposal and Lift Capital
Implementation of the Revised Proposal is subject to the execution of definitive documentation to be agreed by Ironbridge, the Director Entities and the Voluntary Administrator of Lift Capital.
