Brillian UK Limited - Rule 19.6(b)

Constellation Software

23/12/2025 07:00

RNS Number : 5643M

Brillian UK Limited

23 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATONS OF THAT JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE

23 December 2025

BRILLIAN UK LIMITED

(a company within the Omegro portfolio and wholly-owned, indirectly, by Constellation Software Inc.)

 

Rule 19.6(b) update to post-offer intention statements with regard to Trakm8 Holdings plc

Brillian UK Limited ("Brillian UK") announces further to the completion of its recommended cash acquisition of the entire issued and to be issued share capital of Trakm8 Holdings plc ("Trakm8"), which was implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and which became effective on 9 July 2025 (the "Acquisition"), an update to the statements of intentions made pursuant to Rules 2.7(c)(viii) and 24.2(a)(ii) to (iii) of the Code (the "Stated Intentions"), as set out in the announcement issued on 1 May 2025 (the "2.7 Announcement") and the scheme document published on 21 May 2025 (the "Scheme Document" together, the "Offer Documentation").

Capitalised terms not otherwise defined in this announcement shall have the meanings given to them in the Scheme Document.

Stated Intentions

The Offer Documentation stated that, following completion of the Acquisition, Brillian UK intended to undertake a strategic review of Trakm8's strategy and operations. The strategic review process was led by the Omegro leadership team, in close collaboration with Trakm8 management, and focussed on four main questions: (1) how can management improve the sales and marketing activities to return Trakm8  to sustainable growth; (2) how can management  improve hardware cost of sales and the current margin associated with Trakm8's manufacturing division, with consideration of whether outsourcing elements of the manufacturing function could achieve the desired improvement; (3) how can management optimise Trakm8's research and development function to improve return on investment and (4) how can management generate further corporate cost savings to improve profitability.

The Offer Documentation also stated that John Watkins decided to step down from his role as Trakm8's Executive Chairman and as an officer of Trakm8, effective on completion of the Acquisition. It was intended that the remaining members of Trakm8's existing management team will remain in place upon completion of the Acquisition and will play an important role in the post-Acquisition strategic review process.

Update to Stated Intentions

During the course of the strategic review process noted above, Brillian UK identified certain matters which have caused it to update its Stated Intentions. Accordingly, and reflecting the intention to improve operations as well as profitability stated in the Offer Documentation, Brillian UK now intends to:

a)   implement a programme of efficiency measures and conduct broader general benchmarking of Trakm8's business, which will likely result in a reduction in headcount of 33 individuals (33% of Trakm8's workforce as set out in the Rule 2.7 announcement issued on 1 May 2025). Reductions in headcount are expected to take place particularly within Trakm8's manufacturing division (a reduction in headcount of 10 individuals, comprising of 10% of Trakm8's workforce as set out in the Rule 2.7 announcement issued on 1 May 2025), as well as across the wider business, to be completed by the end of Q1 2026;

b)  close Trakm8's second location in Shaftesbury following an assessment of its long-term feasibility, consolidating operations into a single location in Coleshill. Brillian UK management visited the Shaftsbury location and confirmed the premises are rarely used and only by a few employees. On this basis, leadership confirmed that it should be closed as soon as possible. All employees with this location listed as their place of work will be transitioned to remote workers, or their place of work will become the Coleshill location. Negotiations have begun with the landlord of the Shaftsbury office to terminate the tenancy agreement. It is expected that four individuals would transfer to work at the Coleshill location, or to a fully-remote position (4% of Trakm8's workforce as set out in the Rule 2.7 announcement issued on 1 May 2025).

None of these proposals impact Brillian UK's fundamental rationale for the Acquisition and the leadership team of Omegro remains positive as to the future outlook of Trakm8 within the enlarged Constellation Software Inc. group.

 

Enquiries:
Brillian UK Limited
Lynne Salmon, Chief Marketing Officer at Omegro
Tel: +61 432 421 408
Ryan Hill, Vice President, Global Communications at Volaris Group Inc
Tel: +1 416-831-0305.
Herax Partners LLP(Financial adviser toBrillian UK)
Angus MacPherson, Corporate Finance
Tel:+44 7768 066 336
Pascal Wiese, Corporate Finance
Tel:020 7399 1686

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

 
  END

 

 
OUPUUVARVKUUUUA