Bravura Solutions Limited · ASX:BVS
Bravura Solutions — Shareholder Meeting (September 2013)
18 slides from Bravura Solutions's shareholder meeting presentation, Sep 23, 2013
Slide 1: Scheme and General Meetings
Scheme and General Meetings Monday, 23 September 2013 Brian Mitchell - Chairman
Slide 2: Board members present today
Board members present today > Brian Mitchell – Chairman and Non-executive Director > Rebecca Lowde – CFO and Executive Director > Trevor Perry – Non-executive Director 2
Slide 3: Chairman's address
ae bravura solutions Chairman’s address financial software solutions that deliver 3
Slide 4: Background
Background Further acquisitions and exercise of options (August 2011) Ironbridge shareholding Exercise Options circa 54% (May 2010) Proposed Ironbridge Ironbridge purchase of all (September shares for $0.28 shareholding per share circa 42% 2013) Ironbridge Rights issue to Current shareholding fund M
Slide 5: Recommended Proposal
Recommended Proposal > On 17 July 2013, Bravura Solutions Limited announced that it had entered into a Scheme Implementation Agreement to implement a proposal whereby Stockholm Solutions Pty Limited, an entity owned by Ironbridge, subject to the satisfaction of a number of conditions, would acquire
Slide 6: Recommended Proposal
Recommended Proposal The Independent Directors unanimously recommend, in the absence of a Superior Proposal, that Minority Shareholders approve the Proposal by voting in favour of the Scheme Resolution and the Sale Resolution today. 6
Slide 7: Reasons to vote in favour
Reasons to vote in favour The Scheme Consideration of $0.28 cash per Scheme Share represents a substantial 1 premium to Bravura’s historical trading prices, including; > a premium of 65 per cent to the closing price on 27 June 2013 of $0.170, being the day prior to the announcement of an indicative,
Slide 8: Update on Conditions Precedent
Update on Conditions Precedent > As far as Bravura is aware immediately before the date of the Scheme Meeting and the General Meeting, no circumstances have occurred which will cause any of the conditions precedent not to be satisfied or to be incapable of satisfaction. > These matters will continue
Slide 9: Scheme Meeting
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Slide 10: Voting cards
Voting cards Voting and Speaking No voting or speaking allowed allowed only speaking allowed 10
Slide 11: Scheme Resolution
Scheme Resolution That pursuant to, and in accordance with, section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Bravura and the holders of its ordinary shares (apart from the Ironbridge Entities) as contained in and more precisely described in the Explanatory M
Slide 12: Current Proxy Count
Current Proxy Count Proxies received prior to commencement of meeting By proxy Number of % Number of % Shares Shareholdings1 For 154,008,631 98.52 179 82.87 Against 1,381,116 0.88 19 8.80 Open usable - Board 586,075 0.37 17 7.87 - Non-Board 358,815 0.23 1 0.46 Abstain 171,339 n/a 0 0 1. Includes 10
Slide 13: General Meeting
General Meeting ae bravura solutions financial software solutions that deliver 13
Slide 14: Voting cards
Voting cards Voting and Speaking No voting or speaking allowed allowed only speaking allowed 14
Slide 15: Sale Resolution
Sale Resolution That subject to and conditional on the Effective Date occurring, the acquisition a of relevant interest in 413,886,116 fully paid ordinary shares in the Company by the Bidder and Holdco pursuant to the share sale and purchase agreement entered into on 17 July 2013 by the Ironbridge E
Slide 16: Current Proxy Count
Current Proxy Count Proxies received prior to commencement of meeting By proxy Number of % Shares For 153,958,438 98.48 Against 1,382,009 0.88 Open usable - Board 635,375 0.41 - Non-Board 358,815 0.23 Abstain 171,339 n/a 16
Slide 17: Results
Results An announcement will be made to ASX with the results before market opens on 24 September 2013. 17
Slide 18: Thank you
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Bravura Solutions — Shareholder Meeting (September 2013) on 6ix