REG - Brillian UK Limited - Rule 19.6(b)

Constellation SoftwareAnnouncement

23/12/2025 08:15

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RNS Number : 5643M  Brillian UK Limited  23 December 2025

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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 to Brillian UK)
 Angus MacPherson, Corporate Finance                                      Tel: +44 7768 066 336
 Pascal Wiese, Corporate Finance                                          Tel: 020 7399 1686

 

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