REG - Trakm8 Holdings PLC - Publication and Posting of Scheme Document

Trakm8 HoldingsAnnouncement

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RNS Number : 4873J  Trakm8 Holdings PLC  21 May 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

 

FOR IMMEDIATE RELEASE

 

 

21 May 2025

 

RECOMMENDED CASH ACQUISITION OF

 

TRAKM8 HOLDINGS PLC

 

BY

 

BRILLIAN UK LIMITED

 

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

 

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

Publication and Posting of Scheme Document

 

On 1 May 2025, the boards of directors of Brillian UK Limited ("Brillian UK")
and Trakm8 Holdings plc ("Trakm8"), announced that they had reached an
agreement on the terms and conditions of a recommended cash acquisition by
Brillian UK for the entire issued, and to be issued, ordinary share capital of
Trakm8 (the "Acquisition"). It is intended that the Acquisition will be
effected by means of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").

 

Publication of the Scheme Document

 

The Trakm8 Directors are pleased to announce that a circular in relation to
the Scheme (the "Scheme Document"), which includes, amongst other things, a
letter from the Chairman of Trakm8, the full terms and conditions of the
Scheme, a statutory explanatory statement pursuant to section 897 of the
Companies Act 2006, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting and details of the actions to be taken
by Trakm8 Shareholders, has been published today on Trakm8's website (subject
to any restrictions relating to persons resident in Restricted Jurisdictions)
at https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) .

 

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting are being sent today to Trakm8 Shareholders. Persons
with information rights, holders of options and/or awards granted under the
Trakm8 Share Plans and holders of the Trakm8 Convertible Loan Notes may
request a hard copy of the Scheme Document, for information purposes only, by
contacting Trakm8's registrars, Neville Registrars, between 9.00 a.m. to 5.30
p.m. (London time) Monday to Friday (except public holidays in England and
Wales) on +44 121 585 1131 or by submitting a request in writing to Neville
Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD. Trakm8
Shareholders may also request a hard copy of the information incorporated into
the Scheme Document by reference to another source, free of charge, by
contacting Trakm8's Registrar, Neville Registrars, by telephone or in writing
as set out above, stating their name and the address to which the hard copy
should be sent.

 

A letter sent to holders of Trakm8 Convertible Loan Notes in accordance with
Rule 15 of the Takeover Code as well as a letter to participants in the Trakm8
Share Plans has been made available today on Trakm8's  website
at https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) .

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United Kingdom
times unless stated otherwise.

 

Action required and notices of the Court Meeting and the General Meeting

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things: (i) approval of the Scheme at the
Court Meeting (or any adjournment thereof) by a majority in number of Scheme
Shareholders present and voting (and entitled to vote), in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares held by those
Scheme Shareholders; (ii) approval of the Resolutions at the General Meeting
(or any adjournment thereof) by Trakm8 Shareholders, representing 75 per cent.
or more in value of the votes cast at the General Meeting (in person or by
proxy); (iii) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms agreed by Trakm8
and Brillian UK); and (iv) the delivery of a copy of the Court Order to the
Registrar of Companies. The Scheme is also subject to the satisfaction or
(where applicable) waiver of the Conditions and further terms that are set out
in the Scheme Document.

 

Notices convening the Court Meeting and the General Meeting, both of which
will be held at 4 Roman Park Roman Way, Coleshill, Birmingham, West Midlands,
B46 1HG on Thursday 19 June 2025, are set out in the Scheme Document. The
Court Meeting will start at 10.00 a.m. on that date and the General Meeting at
10.15 a.m. or as soon thereafter as the Court Meeting concludes or is
adjourned. Any changes to the arrangements for the Court Meeting and the
General Meeting will be communicated to Scheme Shareholders and Trakm8
Shareholders before the relevant Meeting, through Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) and by announcement
through a Regulatory Information Service.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders. Therefore, whether or not
you intend to attend both or either of the Court Meeting or the General
Meeting, Scheme Shareholders and Trakm8 Shareholders are strongly encouraged
to: (i) sign and return their Forms of Proxy by post; or (ii) transmit a proxy
appointment and voting instruction through the CREST electronic proxy
appointment service or Neville Registrars' online voting facility as soon as
possible in accordance with the instructions printed thereon, but in any event
so as to be received by Trakm8's registrar, Neville Registrars, not later than
48 hours before the relevant Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day) or, in the case of any
adjournment, not later than 48 hours before the time fixed for the adjourned
Meeting (excluding any part of such 48 hour period falling on a day that is
not a working day). Scheme Shareholders and Trakm8 Shareholders are also
strongly encouraged to appoint "the Chairman of the meeting" as their proxy
for the General Meeting and the Court Meeting.

 

Recommendation

 

The Trakm8 Directors, who have been so advised by Allenby Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Trakm8 Directors,
Allenby Capital has taken into account the commercial assessments of the
Trakm8 Directors. Allenby Capital is providing independent financial advice to
the Trakm8 Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the Trakm8 Directors recommend unanimously that Trakm8's
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting as the Trakm8 Directors have
irrevocably undertaken to do in respect of their own beneficial holdings (and
the beneficial holdings of their close relatives and related trusts), being,
in aggregate, 11,549,793 Trakm8 Shares (representing approximately 23.11 per
cent. of the existing issued ordinary share capital of Trakm8) as at 30 April
2025 (being the last Business Day prior to the date of the Company's
announcement on 1 May 2025).

 

Trakm8 Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Trakm8 Shareholders at the General Meeting, the
satisfaction or (if capable of waiver) waiver of the other Conditions set out
in the Scheme Document, and the sanction of the Court.

 

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Trakm8 Shares on AIM
will be the Business Day immediately prior to the Effective Date, following
which Trakm8 will make an application to the London Stock Exchange for
suspension of dealings in Trakm8 Shares on AIM with effect by 7.30 a.m. on the
Effective Date. It is intended that the cancellation of admission of the
Trakm8 Shares to trading on AIM will take effect at 7.30 a.m. on the Business
Day following the Effective Date. In addition, entitlements to Trakm8 Shares
held within the CREST system will be cancelled and share certificates in
respect of Scheme Shares will cease to be valid and should, if so requested by
Trakm8, be sent to Trakm8 for cancellation.

 

Trakm8 will make further announcements through a Regulatory Information
Service, with such announcements also being made available on Trakm8's website
at  https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) , in relation to the
expected timetable set out in the Appendix to this Announcement. The dates and
times given in the expected timetable are indicative only and are based on
Trakm8's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable).

 

Information for Trakm8 Shareholders

 

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete the Forms of Proxy or to submit your proxies electronically or
online, please contact Trakm8's registrar, Neville Registrars, between 9.00
a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in
England and Wales) on +44 121 585 1131 or by submitting a request in writing
to Neville Registrars, Neville House,

Steelpark Road, Halesowen, B62 8HD. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that Neville
Registrars cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

 

Other

 

A copy of this announcement and the Scheme Document shall be made available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) by no later than 12.00
noon on the Business Day following the date of publication of the Scheme
Document. For the avoidance of doubt, the content of this website is not
incorporated into and does not form part of this announcement.

 

The person responsible for arranging for the release of this Announcement on
behalf of Trakm8 is John Watkins, Executive Chairman.

 

 Enquiries:
 Trakm8 Holdings plc
 John Watkins, Executive Chairman                                             Tel: 01675 434 200
 Jon Edwards, Chief Financial Officer
 Allenby Capital (Nominated Adviser, Financial Adviser and Broker to Trakm8)  Tel: 020 3328 5656
 David Hart, Corporate Finance                                                www.allenbycapital.com
 Vivek Bhardwaj, Corporate Finance
 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

 

Fox Williams LLP is acting as legal adviser to Brillian UK in connection with
the Acquisition.

 

Wansbroughs LLP is acting as legal adviser to Trakm8 in connection with the
Acquisition.

 

APPENDIX

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The following indicative timetable is based on Trakm8's and Brillian UK's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Trakm8 Shareholders by
announcement through a Regulatory Information Service, with such announcement
also being made available on Trakm8's and Herax Partners' (on behalf of
Brillian UK) websites.

 

 Event                                                                         Time and/or date (2025)((1))
 Publication of the Scheme Document                                            21 May
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                                                     10.00 a.m. on 17 June((2))
 General Meeting (WHITE form)                                                  10.15 a.m. on 17 June ((3))
 Scheme Voting Record Time                                                       6.00 p.m. on 17 June ((4))
 Court Meeting                                                                                                    10.00
                                                                               a.m. on 19 June
 General Meeting                                                               10.15 a.m. on 19 June((5))
 The following dates and times are indicative only and are subject to
 change((1))
 Court Sanction Hearing                                                        A date ("D") expected to be in the second or third quarter of calendar year
                                                                               2025, subject to regulatory clearances
 Last day for dealings in, and for the registration of transfers of, and
 disablement in CREST of,
 Trakm8 Shares                                                                       D+1 Business Days
 Scheme Record Time                                                            6.00 p.m. on D+1 Business Days
 Suspension of dealings in Trakm8 Shares                                       at 7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                                 D+2 Business Days
 Cancellation of admission to trading of Trakm8                                    at 7.00 a.m. on D+3 Business Days

 Shares on AIM
 Latest date for despatch of cheques and crediting of CREST accounts for cash  14 days after the Effective Date
 consideration due under the Scheme
 Long Stop Date((6))                                                           31 December 2025

 

Notes:

(1)     The dates and times given are indicative only and are based on
current expectations and are subject to change. The dates and times will
depend, among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of
Companies. Participants in the Trakm8 Share Plans and the holders of the
Trakm8 Convertible Loan Notes will receive a separate communication to inform
them of the effect of the Scheme on their rights under the Trakm8 Share Plans
and the terms pursuant to which the Trakm8 Convertible Loan Notes were issued
to them, including details of any appropriate proposals being made to them and
dates and times relevant to them.

 

(2)     It is requested that BLUE Forms of Proxy for the Court Meeting be
received at least 48 hours prior to the time appointed for the Court Meeting
or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for
any adjourned Court Meeting (excluding, in each case, any part of such 48-hour
period falling on a non-working day). If the BLUE Form of Proxy for the Court
Meeting is not received by the deadline referred to above, it may be handed to
the Chair of the Court Meeting or to the registrar, Neville Registrars, on
behalf of the Chair of the Court Meeting before the start of the Court Meeting
(or any adjournment of it).

(3)     In order to be valid, the WHITE Forms of Proxy for the General
Meeting must be received no later than 48 hours prior to the time appointed
for the General Meeting or, if the General Meeting is adjourned, at least 48
hours before the start of the adjourned General Meeting (in each case,
excluding any part of such 48-hour period falling on a non-working day). The
WHITE Forms of Proxy cannot be presented in person to the Neville Registrars
representative at the General Meeting and will be invalid if submitted after
the deadline referred to above.

(4)     If either the Court Meeting or the General Meeting is adjourned,
the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00
p.m. on the day which is two Business Days prior to the date of the adjourned
Meeting.

(5)     To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)     This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as Brillian UK
and Trakm8 may, with the consent of the Panel, agree and (if required) the
Court may allow.

 

Important notices relating to financial advisers and nominated adviser

 

Herax Partners LLP ("Herax Partners"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Brillian UK and for no-one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Brillian UK for providing the
protections afforded to clients of Herax Partners, nor for providing advice in
relation to any matter referred to in this Announcement. Neither Herax
Partners nor any of its affiliates, respective directors, officers, employees
and agents owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Herax Partners in connection
with the matters referred to in this Announcement, or otherwise. No
representation or warranty, express or implied, is made by Herax Partners as
to the contents of this Announcement.

 

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Trakm8 and for no one else in connection with the matters set
out in this Announcement and will not regard any other person as its client in
relation to the matters referred to in this Announcement and will not be
responsible to anyone other than Trakm8 for providing the protections afforded
to clients of Allenby Capital, nor for providing advice in relation to the
contents of this Announcement or any other matter referred to in this
Announcement. Neither Allenby Capital nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Allenby Capital in connection with the matters
referred to in this Announcement, or otherwise. No representation or warranty,
express or implied, is made by Allenby Capital as to the contents of this
Announcement.

 

Further information

 

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made and implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of what action
is required from Trakm8 Shareholders in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).

 

Trakm8 and Brillian UK urge Trakm8 Shareholders to read the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the Offer Document)
in its entirety because it will contain important information relating to the
Acquisition.

 

This Announcement does not constitute a prospectus or prospectus equivalent
document.

 

Brillian UK reserves the right to elect to implement the Acquisition by way of
an Offer as an alternative to the Scheme (subject to the Panel's consent and
the terms of the Co-operation Agreement). In such event, the Acquisition will
be implemented on substantially the same terms, so far as applicable, as those
which will apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method of effecting the Acquisition
(including, without limitation: (i) the inclusion of an acceptance condition
set at 90 per cent. of the Trakm8 Shares to which such Offer relates (or such
other percentage as Brillian UK may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by, Brillian UK
under applicable law, including US securities law). Further, if sufficient
acceptances of such Offer are received and/or sufficient Trakm8 Shares are
otherwise acquired, it is the intention of Brillian UK to apply the provisions
of the Companies Act 2006 to acquire compulsorily any outstanding Trakm8
Shares to which such offer relates.

 

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Overseas Shareholders

 

This Announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside England.

 

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions. Any failure to comply with
such requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

 

The availability of the Acquisition to Trakm8 Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Trakm8
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another person to vote at the Court Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

 

Unless otherwise determined by Brillian UK or required by the Takeover Code,
and permitted by applicable law and regulation, participation in the
Acquisition will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
Announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer shall not be capable of acceptance
by any such use, means, instrumentality or facilities.

 

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.

 

Notice to US investors in Trakm8

 

Trakm8 Shareholders in the United States should note that the Acquisition
relates to the shares of an English company with a quotation on AIM and is
proposed to be made by means of a scheme of arrangement provided for under,
and governed by, the laws of England and Wales.

 

Neither the proxy solicitation nor the tender offer rules under the US
Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to
the disclosure and procedural requirements and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Brillian UK exercises the right to implement the Acquisition by way of
an Offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act.
Such an Offer would be made in the United States by Brillian UK and no one
else. In accordance with normal United Kingdom practice and consistent with
Rule 14e-5 under the US Exchange Act, Brillian UK, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Trakm8 outside such Offer
during the period in which such Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made they would be made
outside the US either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including, to the extent applicable, the US Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/)

 

The financial information included in this Announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

 

The receipt of consideration by a US holder for the transfer of its Trakm8
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each Trakm8 Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.

 

It may be difficult for US holders of Trakm8 Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the United
Kingdom, since Brillian UK and Trakm8 are incorporated in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of countries other than the United States. US holders of Trakm8 Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgement.

 

Cautionary note regarding forward-looking statements

 

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Brillian UK and Trakm8 contain certain statements
which are, or may be deemed to be, "forward-looking statements".
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 Brillian UK and/or Trakm8 (as the case may be) 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.

 

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Trakm8 and/or Brillian UK in light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve known and unknown risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
Announcement could cause actual results, performance or developments to differ
materially from those expressed in or implied by such forward-looking
statements. The factors that could cause actual results to differ materially
from those described in the forward-looking statements, include, but are not
limited to: the ability to complete the Acquisition, the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms, changes in the global, political, economic,
business or competitive environments and in market and regulatory forces,
changes in financial regulatory matters, changes in future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.

 

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement. Neither Trakm8 nor Brillian UK
assumes any obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

 

Dealing and opening position disclosure requirements

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the Announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

 

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and other documents required to be published under Rule 26 of the Takeover
Code will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Herax Partners' website (on
behalf of Brillian UK) at https://www.heraxpartners.com/recommendedoffer
(https://www.heraxpartners.com/recommendedoffer) and Trakm8's website at
https://www.trakm8.com/investors/offer-documentation
(https://www.trakm8.com/investors/offer-documentation) , in each case by no
later than 12 noon (London time) on the first Business Day following the date
of this Announcement. For the avoidance of doubt, neither the contents of
these websites nor any website accessible from hyperlinks is incorporated into
or forms part of this Announcement.

 

No profit forecasts, profit estimates or quantified benefits statements

 

No statement in this Announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that the earnings
or future earnings per share of, or dividends or future dividends per share
of, Trakm8 for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Trakm8.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Trakm8 Shareholders,
persons with information rights, participants in Trakm8 Share Plans, and the
holders of the Trakm8 Convertible Loan Notes may request a hard copy of this
Announcement by contacting Trakm8's registrars, Neville Registrars, between
9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except public holidays
in England and Wales) on 0121 585 1131 if calling from the United Kingdom, or
+44 (0) 121 585 1131 if calling from outside the United Kingdom or by
submitting a request in writing to Neville Registrars, Neville House,

Steelpark Road, Halesowen, B62 8HD. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that Neville
Registrars cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. For persons who
receive a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Takeover Code, such persons may
also request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Trakm8 Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Trakm8 may
be provided to Brillian UK during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

 

Rounding

 

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

General

 

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Brillian UK intends to exercise its rights to apply the provisions
of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire
compulsorily the remaining Trakm8 Shares in respect of which the Offer has not
been accepted.

 

Investors should be aware that Brillian UK may purchase Trakm8 Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

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