RNS Number:7065I
Paramount PLC
13 March 2003
For Immediate Release
13 March 2003
Offer for Groupe Chez Gerard plc
by Dawnay, Day Corporate Finance Ltd
On behalf of
Paramount plc
The board of Paramount plc, following extensive due diligence investigations
over five months, announces an offer to be made by Dawnay, Day Corporate Finance
Limited on behalf of Paramount, for the whole of the issued ordinary share
capital of Groupe Chez Gerard not already owned by Paramount.
The Offer was presented to Groupe Chez Gerard and its advisors earlier today and
Paramount looks forward to receiving their recommendation.
The Offer is being made on the following basis:
* The Share Offer
3.75 New Paramount Shares for every GCG Share
OR
* The Cash Alternative
75p per GCG Share. The Cash Alternative values the company at approximately
#15.47 million and represents a 19% premium to the GCG share price on 24th
September 2002, the date before the possible offer was first announced.
Key Points
* The Offer has sufficient support to take Paramount's holding of GCG
Shares to over 50%. This would be enough to satisfy the acceptance condition of
the Offer. Paramount already holds 3.2%. An undertaking has been received to
accept the Share Offer in respect of approximately 26.7% of Chez Gerard's issued
share capital and holders of a further 21.1% of Chez Gerard's issued shares have
signed letters confirming their intention to accept the Offer.
* JO Hambro Capital Management Ltd has undertaken to accept the Share
Offer in respect of shares in Groupe Chez Gerard held by its discretionary
investment management clients and is underwriting the Cash Alternative. JOHCM
has won a Standard & Poors Funds Award 2003 for the performance of the North
Atlantic Smaller Companies Investment Trust plc.
* Paramount has recruited Nick Basing, an experienced retail leisure
operator, as Chief Executive Designate for the Enlarged Group and Ian Neill,
Chief Executive of Wagamama, as a non-executive director. In addition, David
Hudd and Norman Summers, non-executive directors of Paramount, contribute
further leisure and hospitality experience.
* The resultant Paramount board will bring a fresh approach to a business
with good underlying potential.
* GCG Shareholders who share Paramount's belief in the potential of Chez
Gerard's restaurants under new management can retain their interest by accepting
the Share Offer.
Paramount is a listed "shell" company with approximately #4.15 million cash and
655,000 GCG Shares (net asset value approx 20p per Paramount Share).
On 25th September 2002, the board of Paramount announced that it had made an
approach to the board of Groupe Chez Gerard, which might lead to an offer from
Paramount for the entire issued share capital of Groupe Chez Gerard.
Paramount indicated an offer price which was based on publicly available
information at the time, including the results to 30th June 2002 and the
accompanying chairman's statement. Since that time, Paramount has been given
information, for which it is grateful to the board of Groupe Chez Gerard,
enabling it to conduct extensive due diligence enquiries. Due to the results of
these investigations and in particular the identified shortfall in projected
cashflow which was significantly below Paramount's expectations, Paramount was
unable to proceed with an offer at the 100p per GCG Share price initially
indicated.
Commenting on the Offer, Guy Naggar, Chairman of Paramount, said:
"Under the new management team, we believe that the businesses of Groupe Chez
Gerard can realise their significant potential. We have already gained
commitments or indicative support, mainly from institutional investors, giving
us over 50% of Chez Gerard's shares. We are confident that the Offer provides
full and fair value to all GCG Shareholders.
GCG Shareholders who share Paramount's belief in the potential of Chez Gerard's
restaurants under new management can retain their interest by accepting the
Share Offer."
Enquiries:
Guy Naggar, Chairman of Paramount Tel: 020 7834 8060
Nick Basing, Chief Executive Designate of Paramount Tel: 020 7834 8060
David Floyd, Dawnay, Day Corporate Finance Tel: 020 7509 4570
Tim Robertson, CardewChancery Tel: 020 7930 0777
The Offer is subject to conditions set out in Appendix 1, including the passing
of certain resolutions at an Extraordinary General Meeting of Paramount. This
summary should be read in the context of the full press release and should not
be distributed in or into the United States. Words and phrases used in this
press release have the meanings set out in Appendix II.
Offer for Groupe Chez Gerard plc
by Dawnay, Day Corporate Finance Ltd
on behalf of
Paramount plc
Introduction
The board of Paramount plc, following extensive due diligence investigations
over five months, announces an offer to be made by Dawnay, Day Corporate Finance
Limited on behalf of Paramount, for the whole of the issued ordinary share
capital of Groupe Chez Gerard not already owned by Paramount.
The Offer was presented to Groupe Chez Gerard and its advisors earlier today and
Paramount looks forward to receiving their recommendation.
Words and phrases used in this press release have the meanings set out in
Appendix II.
The Offer
The Offer, which will be subject to the conditions set out in Appendix I, will
be made on the following basis:
The Share Offer:
For each issued GCG Share 3.75 New Paramount Shares
Or the Cash Alternative:
For each issued GCG Share 75p in cash
Unless a higher offer is made by a third party, the Offer is final and will not
be increased.
The value of the Share Offer will vary according to the value of a Paramount
Share. Paramount is a "cash shell" whose assets mainly comprise cash and
655,000 GCG Shares. If the GCG Shares were valued at the 75p Cash Alternative
price, the unaudited net asset value per Paramount Share on 28 February 2003
would be approximately 20p. On the basis of this valuation, the Share Offer is
worth approximately 75p per GCG Share, a premium of approximately 19% to the
middle market quotation as derived from the London Stock Exchange Daily Official
List of 63p for a GCG Share at close of business on 24 September 2002, the last
dealing day before the announcement by Paramount of a possible offer for Groupe
Chez Gerard.
The market price of a Paramount Share on 12 March 2003 (being the latest
practicable date prior to the publication of this document) was 17p being the
middle market quotation (as derived from the London Stock Exchange Daily
Official List). On the basis of this valuation, the Share Offer represents a
premium of approximately 1 % to the middle-market quotation (as derived from the
London Stock Exchange Daily Official List) of 63p for a GCG Share at close of
business on 24 September 2002, the last dealing day before the announcement by
Paramount of a possible offer for Groupe Chez Gerard.
The Cash Alternative values the existing issued ordinary share capital of Chez
Gerard at approximately #15.47 million and represents a premium of approximately
19% to the middle market quotation as derived from the London Stock Exchange
Daily Official List of 63p for a GCG Share at close of business on 24 September
2002, the last dealing day before the announcement by Paramount of a possible
offer for Groupe Chez Gerard.
Fractions of Paramount Shares will not be allotted or issued to GCG
Shareholders. Fractional entitlements to Paramount Shares will be aggregated
and sold in the market and the net proceeds of sale will be retained for the
benefit of the Enlarged Group.
The GCG Shares which are the subject of the Offer will be acquired fully paid
and free from all liens, charges, equitable interests, encumbrances and third
party rights and together with all rights now or hereafter attaching thereto,
including the right to all dividends and other distributions (if any) declared,
made or paid hereafter.
On 25th September 2002, the board of Paramount announced that it had made an
approach to the board of Groupe Chez Gerard, which might lead to an offer from
Paramount for the entire issued share capital of Groupe Chez Gerard.
Paramount indicated an offer price which was based on publicly available
information at the time, including the results to 30th June 2002 and the
accompanying chairman's statement. Since that time, Paramount has been given
information, for which it is grateful to the board of Groupe Chez Gerard,
enabling it to conduct extensive due diligence enquiries. Due to the results of
these investigations and in particular the identified shortfall in projected
cashflow which was significantly below Paramount's expectations, Paramount is
unable to proceed with an offer at the 100p per GCG Share price initially
indicated.
Information on Chez Gerard
Groupe Chez Gerard is the holding company of the GCG Group which operates 23
restaurants, 12 branded as "Chez Gerard", 7 as "Livebait", one as "Cafe Fish"
and 3 as "Bertorelli". It also has 3 non trading sites which are being marketed
for sale. The GCG Group made a pre tax loss of #3,351,000 in the year to 30 June
2002 on net assets of #7,700,000. The chairman's statement dated 24 September
2002, on the results to 30 June 2002 described a recovery programme involving
the disposal of sites (one of which, Scotts, was completed after the year end),
repayment of debt and reduction in central costs.
Groupe Chez Gerard announced its interim results for the six months to 31
December 2002 on 28 February 2003. Profit before tax was #873,000 (including
non-recurring items) and #400,000 (before non-recurring items) on net assets of
#8,890,000 for this period. The main non-recurring item recognised in this
period is net exceptional income of #448,000 which represents a profit of
#787,000 realised on the disposal of Scotts less impairment charges and
provisions on the three restaurants closed in the period pending disposal,
totalling #339,000.
Restaurant contribution as reported in Chez Gerard's interim statement is set
out below:
26 weeks ended 26 weeks ended
29 Dec 2002 30 Dec 2001
Turnover Restaurant Net Turnover Restaurant Net
contribution contribution
margin margin
#'000 #'000 % #'000 #'000 %
Chez Gerard 9,083 1,572 17.3 8,579 1,720 20.1
Livebait 5,215 -93 -1.8 5,264 203 3.9
Signature 3,061 151 4.9 4,988 558 11.2
Total Group 17,359 1,630 9.4 18,831 2,481 13.2
Restaurant contribution (before impairment charges) from the reduced turnover
has fallen to #1.63m from #2.48m for the same period last year. This decline is
stated to be "the result of a combination of factors: fewer operating
restaurants, still negative like for like sales, adverse external factors and
lower margins." The operating activities produced #1.8m in cash, #300,000 down
on the same period last year (2001: #2.1 million). This was offset by the one
off receipts from the disposals of Scotts and Livebait Chelsea and lower capital
expenditure.
Intentions for Groupe Chez Gerard
If the Offer is declared unconditional, Paramount will become the holding
company of the GCG Group and will appoint Nick Basing as group chief executive.
His initial brief will be to focus on improving cashflow of the Enlarged Group's
trading operations by increasing restaurant profitability, reducing support
office costs, some disposals and selective rebranding. A key objective will be
to enhance customers' dining experiences in the restaurants. After the initial
rationalisation, this should create a strong platform for future growth.
Cancellation of Groupe Chez Gerard's listing and compulsory acquisition
If the Offer is declared unconditional in all respects, Paramount intends to
procure that Groupe Chez Gerard applies to the UK Listing Authority for the
cancellation of the listing of GCG Shares on the Official List. It is
anticipated that such cancellation will take effect no earlier than 20 days
after the Offer becomes unconditional in all respects.
In addition, subject to the acquisition of 90% of the GCG Shares to which the
Offer relates, Paramount intends to apply the provisions of sections 428 to 430F
(inclusive) of the Companies Act 1985 to acquire compulsorily any remaining GCG
Shares.
Information on Paramount
Paramount is a "cash shell" the principal assets of which comprise
approximately #4.15 million cash and 655,000 GCG Shares (representing 3.2% of
Groupe Chez Gerard's issued share capital). The Company bought in and cancelled
2,975,000 of its own shares in December 2002. Its unaudited net asset value
(adjusted to reflect the value of the GCG Shares at 75p, the value of the Cash
Alternative) at 28 February 2003 is approximately 20p per Paramount Share.
Since the completion of the disposal of its business (retailing from public
houses and other licensed premises) in July 2000 the board of Paramount has
evaluated several possible acquisition opportunities. The future prospects of
Paramount depend upon the outcome of an acquisition.
The effect of the Acquisition
The effect of the Acquisition on earnings will be to consolidate Chez Gerard's
profits which amounted to #528,000 for the second half of the year to 30 June
2002 and #873,000 for the six months ended 31 December 2002. Paramount would
forego the interest receivable on any cash which may be paid out as part of the
consideration under the Offer. The impact of the Acquisition on the Enlarged
Group's balance sheet will be the consolidation of the GCG Group's assets and
liabilities and the inclusion of any goodwill arising as an intangible fixed
asset. Goodwill will represent the difference between the value of the
consideration paid for the GCG Group and the value of its net assets on the date
Paramount acquires control.
Further details of the Offer
The Offer will be subject to a 50% acceptance condition and to the other terms
and conditions set out in Appendix I and such further terms as may be required
to comply with the rules and regulations of the UKLA and the provisions of the
Takeover Code.
Employees
The existing employment rights, including pension rights, of the employees of
Chez Gerard will be safeguarded.
Share Options
The Offer will be extended to any GCG Shares unconditionally allotted or issued
whilst it remains open for acceptance as a result of the exercise of rights
granted under the GCG Share Schemes.
To the extent that options under the Chez Gerard Share Option Schemes are not
exercised, appropriate proposals will be made in due course to optionholders in
the event that the Offer becomes or is declared unconditional in all respects.
Undertakings to accept the Offer
An undertaking to accept the Share Offer has been received from JOHCM in respect
of 5,513,000 GCG Shares held by its discretionary investment clients,
representing 26.7 % of the current issued share capital of Groupe Chez Gerard.
This undertaking is irrevocable unless an offer of over 75p per GCG Share is
announced prior to the acceptance of the Offer by the relevant clients of JOHCM.
JOHCM is acting in concert with Paramount in relation to Chez Gerard.
The holders of a further 4,344,481 GCG Shares (representing 21.1% of the current
issued share capital of Groupe Chez Gerard) have signed letters confirming their
intention to accept the Offer, and elect for the Cash Alternative but have not
signed any legally binding undertakings.
Financing of the Cash Alternative
The Cash Alternative will be financed as follows:
(i) up to approximately #3.2 million will be provided out of
Paramount's existing cash balances; and
(ii) the balance of up to #7,605,000 will be funded by JOHCM pursuant to the
underwriting arrangements described below
The maximum number of New Paramount Shares capable of being issued is
74,873,138.
Underwriting arrangements
As stated above, up to #7,605,000 of the cash consideration payable under the
Offer to GCG Shareholders who elect to receive the Cash Alternative will be
provided by JOHCM, which has agreed, pursuant to the Underwriting Agreement, to
procure allottees at a price of 20p per share for up to 38,025,000 New Paramount
Shares to which GCG Shareholders who elect for the Cash Alternative would
otherwise be entitled under the Share Offer. The sub-underwriter is NASCIT, for
which JOHCM acts as investment manager.
Due to the relationship between Paramount and JOHCM (Christopher Mills is a
director of Paramount, NASCIT and JOHCM and JOHCM controls over 10% of
Paramount's Issued Share Capital on behalf of discretionary investment clients)
the Underwriting Agreement is considered a related party transaction and as such
is conditional upon the approval of Paramount Shareholders at the Extraordinary
General Meeting. Accordingly Christopher Mills took no part in the deliberations
of the Paramount board in relation to the Underwriting Agreement and is not
party to the recommendation from the independent directors of Paramount at the
end of this letter. Furthermore JOHCM will not vote on the resolution to
approve the Underwriting Agreement. The board of Paramount, having been so
advised by Evolution Beeson Gregory, joint financial adviser to Paramount,
considers the Underwriting Agreement to be fair and reasonable and in the best
interest of Paramount Shareholders as a whole.
Controlling Shareholder
JOHCM is acting in concert (as defined in the Takeover Code) in relation to
Paramount with Guy Naggar (a director of Paramount) and his business partner
Peter Klimt (who hold no shares or other interest in Groupe Chez Gerard) with
whom JOHCM co-operated to promote changes to Paramount's board in May 2001.
Discretionary investment clients of JOHCM (excluding Paramount) hold 5,513,000
GCG Shares, which are subject to an undertaking to accept the Share Offer and
thereby receive 20,673,750 New Paramount Shares. If the Offer is declared
unconditional, JOHCM will control the voting rights attaching to the 3,275,000
existing Paramount Shares already held by its clients and these New Paramount
Shares, together amounting to 23,948,750 Paramount Shares.
JOHCM has also agreed to procure allottees for up to 38,025,000 New Paramount
Shares under the terms of the Underwriting Agreement and this agreement has been
sub-underwritten by NASCIT for which JOHCM acts as investment manager. The
number of New Paramount Shares and the percentage of Paramount's issued share
capital held by NASCIT will vary according to the number of acceptances of the
Offer received and the extent to which accepting GCG Shareholders elect to
receive the Cash Alternative.
A resolution will also be proposed at the Extraordinary General Meeting to
permit Paramount to purchase and cancel up to 14.9% of its issued ordinary share
capital following the Acquisition. If this power were to be exercised and no
such Paramount Shares were sold by clients of JOHCM and/or, Guy Naggar and Peter
Klimt, the percentage of the remaining issued share capital held by JOHCM's
clients, Guy Naggar and Peter Klimt would increase.
If Paramount acquires the whole of Groupe Chez Gerard's issued share capital the
maximum potential shareholdings and the percentage of Paramount's issued share
capital capable of being held by JOHCM's clients, Guy Naggar and Peter Klimt
after the Offer and after the purchase and cancellation of Paramount Shares are
as follows:
At present Shareholding as a result of the: After
Offer** Underwriting Agreement*** Purchases
****
Shares % Shares % Shares % %
JOHCM * 3,275,000 13.8% 23,948,750 29.0% 61,973,750 75.1% 88.4%
Guy Naggar 2,321,362 9.7% 2,321,362 2.8% 2,321,362 2.8% 3.3%
Peter Klimt 2,321,363 9.7% 2,321,363 2.8% 2,321,363 2.8% 3.3%
Total 7,917,725 33.2% 28,591,475 34.6% 66,616,475 80.7% 95.0%
* The Paramount Shares shown as held by JOHCM are held by discretionary
investment management clients of JOHCM.
** The percentage is based on the assumption that elections are made for the
Cash Alternative in respect of over 4.313 million GCG shares but exclude shares
allotted to JOHCM pursuant to the Underwriting Agreement.
*** This assumes maximum allotment of 38,025,000 New Paramount Shares pursuant
to the Underwriting Agreement.
**** The percentages shown are based on the maximum permitted purchases by
Paramount and no sales by any of JOHCM's clients or, Guy Naggar or Peter Klimt
If the Share Offer is increased a greater number of New Paramount Shares will be
issued to accepting GCG Shareholders. Similarly, if the Cash Alternative is
increased a greater number of New Paramount Shares are capable of being issued
to JOHCM as the underwriter. Accordingly, the maximum shareholdings and
percentages shown above could be greater. However, it is the intention of the
Paramount board and JOHCM that sufficient Paramount Shares should remain in
public hands to enable a market to operate properly.
The completion of the proposals described in this document is expected to result
in JOHCM's discretionary investment clients collectively holding over 30% of
Paramount's issued share capital and could result in them holding 88.4% of
Paramount's issued share capital (and NASCIT individually holding up to 54.2%)
following the maximum potential purchase and cancellation of Paramount Shares.
Accordingly arrangements have been put in place to ensure that Paramount can act
independently of JOHCM. JOHCM has entered into a Relationship Agreement with
Paramount which contains undertakings by JOHCM to conduct all its dealings with
the Paramount Group on arm's length terms and to enable Paramount to act
independently of JOHCM for so long as its discretionary investment clients hold
30% or more of Paramount's issued share capital.
Continuing Listing of Paramount Shares
It is a requirement for listing that at least 25% of a listed company's shares
are in "public hands" and in circumstances where this condition is not met the
UKLA may suspend the listing of the Paramount Shares. If substantial elections
for the Cash Alternative are made by GCG Shareholders who accept the Offer, it
is possible that the combined holdings of JOHCM's discretionary investment
management clients and the directors of Paramount could amount to over 75% of
Paramount's enlarged issued share capital. If this should occur and insufficient
Paramount Shares are sold to third parties to satisfy the conditions for
listing, Paramount will seek admission of its issued share capital to trading on
AIM and announce the cancellation of the listing on the Official List.
Takeover Code
Under Rule 9 of the Takeover Code, any person or group of persons who acquires
30% or more of the voting rights of a company which is subject to the Takeover
Code is normally required to make a general offer to all the remaining
shareholders to acquire their shares. An offer under Rule 9, must be in cash and
at the highest price paid within the preceding twelve months for any shares in
the company by the person required to make the offer or any person acting in
concert with him. In the case of NASCIT, which could become the beneficial
holder of up to 46.1% of Paramount's issued share capital following the Offer
and up to 54.2% following subsequent purchases by Paramount of its own shares,
JOHCM is able to direct how the voting rights attaching to its Paramount Shares
are exercised. As described above, the issue of New Paramount Shares to clients
of JOHCM will result, following the Offer, in JOHCM's clients, Guy Naggar and
Peter Klimt holding up to 80.7% of Paramount's issued share capital of which
JOHCM may control up to 75.1%, and could increase further if the Offer and or
the Cash Alternative are increased. As described above, if Paramount exercised
its power to purchase and cancel its own shares these percentages could increase
to 95.0% and 88.4% respectively.
The Takeover Panel has agreed, subject to the approval of independent
shareholders entitled to vote on this resolution, to waive the requirement,
which might otherwise arise as a result of the acquisition of New Paramount
Shares by discretionary investment clients of JOHCM, pursuant to the Offer and
the Underwriting Agreement for JOHCM, Guy Naggar and Peter Klimt, to make a
general offer to shareholders under Rule 9. Accordingly, a resolution will be
proposed at the Extraordinary General Meeting and will be taken on a poll.
JOHCM, Guy Naggar and Peter Klimt will not be entitled to vote on this
resolution.
Following the completion of the proposals described in this document, as JOHCM,
Guy Naggar and Peter Klimt, collectively, and JOHCM alone may hold or control
over 50% of Paramount's issued share capital, they will be free to acquire any
number of Paramount's Shares without incurring any obligation under Rule 9 to
make a general offer, save that any person who holds between 30% and 50% of
Paramount's issued voting share capital or who increases his holding to 30% or
more of Paramount's issued voting share capital (other than NASCIT where such
increase arises from underwriting the Cash Alternative or the purchase by
Paramount of its own shares as described above) will incur an obligation under
Rule 9 to make a general offer if such individual acquires any Paramount Shares.
Extraordinary General Meeting
At the Extraordinary General Meeting, resolutions will be proposed to alter the
authorised share capital, adopt new articles of association, approve the
Acquisition and the Underwriting Agreement, give authority for share allotments
and to disapply statutory pre-emption rights, approve the waiver of obligations
by JOHCM and others to make a general offer, give authority for Paramount to
purchase its own shares and, adopt share option schemes.
Paramount board changes
Following the Acquisition Nick Basing will be appointed to the board of
Paramount as Group Chief Executive and Ian Neill as a non-executive director.
Nicholas ("Nick") Basing (aged 41) has spent most of the last 15 years
developing and growing multi-site businesses in leisure and hospitality. Nick
completed the Advanced Management Program at Harvard Business School in 1999. He
was awarded an MBA in 1990.
He joined Granada plc in 1988 and subsequently held senior executive positions
with Goodwood Ltd, First Leisure Corporation plc and The Rank Group plc. During
this time, he was responsible for many new site openings, including cinemas,
bars, cafes and nightclubs, as well as the turn-around of numerous leisure sites
in the UK.
In 2000, Nick joined the management board of a substantial division of Unilever
plc with responsibility for innovation and new business. Since January 2002, he
has led a Management Buy-In team seeking to acquire a restaurant business, acted
as a consultant to the chairman of a quoted restaurant group, and led
Paramount's due diligence team investigating the acquisition of Groupe Chez
Gerard.
Ian Neill (aged 54) has been chief executive of Wagamama noodle restaurants
since 1997. He has over thirty years leisure sector experience primarily in
multiple casual dining. He joined PizzaExpress Ltd in 1978 to develop their
franchising program leaving as director and general manager in 1988. In 1989 he
joined Mecca Leisure Group plc as managing director for branded catering. On the
acquisition of Mecca by The Rank Organization plc he was placed in overall
control of the combined restaurant assets, as managing director of Rank
Restaurants Ltd. He has also run his own company Shadowfax Restaurants Ltd which
was sold to PizzaExpress plc in 1996 and is a partner in the Soho Pizzeria
Partnership. He is a fellow of the Hotel Catering and International Management
Association and former chairman of the British Franchise Association.
Proposed Directors' terms of appointment
Nicholas Basing, one of the Proposed Directors, is to enter into a service
agreement with the Company which will become effective as and when the Offer is
declared unconditional. The agreement will provide for him to serve the Company
as Chief Executive. The agreement will be for an initial period of twelve
months commencing on the date the Offer becomes or is declared unconditional,
and continuing thereafter until terminated by either party on giving twelve
months notice to expire at any time after the first anniversary. The initial
annual salary payable to Nicholas Basing is #115,000 and depending on
performance criteria (to be set by the Remuneration Committee) he will be
entitled to receive a bonus of up to 80% of his basic salary. He will also be
entitled to a car, medical and life cover and contributions to a personal
pension plan by the Company of 10% of salary. The agreement also provides for
Nick Basing to be granted options at 20p per share over Paramount Shares with an
aggregate subscription price equal to four times his basic annual salary on the
date that the Offer is declared unconditional. These options will be subject to
performance conditions to be set by the remuneration committee.
Ian Neill has entered into an agreement with Paramount under which he has agreed
to serve as a non-executive director for an initial period of twelve months from
the date on which the Offer is declared unconditional for a fee of #15,000 per
annum. Ian Neill will receive a further #15,000 per annum for providing sector
specific advice to the chief executive.
Recommendation
The board of Paramount, which has been so advised by Dawnay Day, recommends
Paramount Shareholders to vote in favour of the Acquisition at the forthcoming
Extraordinary General Meeting and, having been so advised by Evolution Beeson
Gregory, recommends Shareholders to vote in favour of the Underwriting Agreement
and the waiver of potential obligations under the Takeover Code for JOHCM, Guy
Naggar and Peter Klimt to make a general offer for Paramount.
In providing advice to the board of Paramount, Evolution Beeson Gregory has
taken into account the relevant Directors' commercial assessments.
Christopher Mills who is a director of both Paramount and of JOHCM took no part
in the Paramount board's decisions in relation to which JOHCM had other
interests (including the Acquisition, the terms of the Underwriting Agreement
and the waiver of certain obligations under the takeover code).
Guy Naggar, who is Chairman of Paramount, a director of Dawnay Day, and is
acting in concert with JOHCM, took no part in the Paramount board's decisions
concerning the waiver of certain obligations under the Takeover Code. In view of
the foregoing Dawnay Day (Paramount's joint financial adviser) did not advise
the Paramount board on this matter.
General
The formal Offer document setting out details of the Offer will be despatched to
GCG Shareholders and a circular containing the notice of Extraordinary General
Meeting will be sent to Paramount Shareholders as soon as possible. Listing
Particulars giving details of the New Paramount Shares will be issued to GCG
Shareholders and also to Paramount Shareholders at the same time.
Dawnay Day, which is regulated by the Financial Services Authority, is acting
for Paramount in connection with the Offer and no one else and will not be
responsible to anyone other than Paramount for providing the protection afforded
to customers of Dawnay Day or for providing advice in relation to the Offer.
Dawnay Day has approved the contents of this announcement solely for the purpose
of Section 21 of the Financial Services and Markets Act 2000. This announcement
does not constitute an offer or an invitation to acquire any securities. Any
such offer will only be made pursuant to the Offer Document and Form of
Acceptance.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Australia, South
Africa, Canada or Japan, and, subject to certain exceptions, the Offer will not
be capable of acceptance by any such use, means or instrumentality or facilities
or from or within the United States, Australia, South Africa, Canada or Japan.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into the United States, Australia, South Africa, Canada or Japan and persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into the United
States, Australia, South Africa, Canada or Japan. Doing so may render invalid
any purported acceptance of the Offer.
The making of the Offer to certain persons not resident in the United Kingdom,
or who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries, may be prohibited or affected by the
laws of the relevant overseas jurisdictions. Overseas Shareholders should inform
themselves about and observe any applicable legal requirements.
The full terms and conditions of the Offer (include details of how the Offer may
be accepted) will be set out in the Offer Document and the Form of Acceptance
accompanying the Offer Document. GCG Shareholders who accept the Offer may only
rely on the Offer Document and the Form of Acceptance setting out the full terms
and conditions of the Offer. In deciding whether or not to accept the Offer in
respect of their GCG Shares, GCG Shareholders should rely on the information
contained, and procedures described, in the Offer Document and the Form of
Acceptance.
The directors of Paramount accept responsibility for the information contained
in this announcement relating to the GCG Group, the directors of GCG and members
of their immediate families, related trusts and persons connected with them
(within the meaning of section 346 of the Companies Act 1985). To the best of
their knowledge and belief (having taken all reasonable care to ensure that such
is the case), the information contained herein for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
Evolution Beeson Gregory, which is regulated in the United Kingdom by the
Financial Services authority, is acting exclusively for Paramount and no one
else in connection with the Offer and will not be responsible to any person
other than Paramount for providing the protections afforded to its customers or
for providing advice in relation to the Offer.
Dawnay Day has confirmed that resources are available to Paramount sufficient to
satisfy full acceptance of the Offer assuming all Chez Gerard Shareholders
(other than those who have irrevocably undertaken to accept the Share Offer)
elect to receive the Cash Alternative.
Dawnay Day and Evolution Beeson Gregory have given and have not withdrawn their
respective written consents to the publication of this announcement containing
references to their names in the form and context in which they appear.
APPENDIX I
CONDITIONS OF THE OFFER
The Offer, which will be made by Dawnay Day on behalf of Paramount, will comply
with the applicable rules and regulations of the UKLA and the London Stock
Exchange and the Takeover Code and will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as Paramount may, subject to the rules of the
Takeover Code, decide) in respect of such number of GCG Shares which, together
with GCG Shares already held by Paramount acquired by Paramount during the
Offer period, will result in Paramount holding GCG shares which carry in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at general meetings of Chez Gerard, including, for this purpose (to the extent,
if any, required by the Panel), any such voting rights attaching to any GCG
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise, and for this
purpose (i) the expression "GCG Shares to which the Offer relates" shall be
construed in accordance with Sections 428-430F of the Companies Act 1985, (as
amended) and (ii) shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry on issue;
(b) the UKLA and the London Stock Exchange agreeing to admit the New
Paramount Shares to listing and to trading or, alternatively, (if Paramount
applies for such admission) the London Stock Exchange admitting the New
Paramount Shares to trading on AIM;
(c) the passing of resolutions to approve the Offer and the Underwriting
Agreement, the waiver of certain obligations under the Takeover Code and related
matters which are to be proposed at the Extraordinary General Meeting;
(d) no government or governmental, or quasi-governmental authority (whether
supra-national, national, regional, local or otherwise), statutory or regulatory
body, or any court, trade agency, association, institution or professional or
environmental body or (without prejudice to the generality of the foregoing) any
other body or person whatsoever in any jurisdiction (including any foreign
jurisdiction) ("Authorities") having taken, instituted, implemented or
threatened any action, proceeding, suit, investigation or enquiry, or enacted,
made or proposed any statute, regulation or order or taken any other steps which
would or would be likely to (to an extent which is material in the context of
the GCG Group or the Paramount Group, as defined below, each taken as a whole):
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Paramount or any member of the Wider Paramount Group of any
shares or other securities in, or control of Chez Gerard or any member of the
Wider Chez Gerard Group, void, illegal, prohibited and/or unenforceable in or
under the laws of any relevant jurisdiction, or otherwise directly or indirectly
restrain, prevent, prohibit, restrict or delay or otherwise interfere with the
Offer or such acquisition or impose additional conditions or obligations with
respect to the Offer or such acquisition, or otherwise impede, challenge or
interfere with the Offer or such acquisition, or require amendment to the terms
of the Offer or the proposed acquisition of any Chez Gerard Shares or the
acquisition of control of Chez Gerard or any member of the Wider Chez Gerard
Group by Paramount;
(ii) require, prevent or delay the divestiture (or alter the terms
envisaged for any proposed divestiture) by any member of the Wider Paramount
Group of any shares or other securities (or the equivalent) in Chez Gerard;
(iii) require, prevent or delay the divestiture (or alter the terms
envisaged for any proposed divestiture) by any member of the Wider Paramount
Group or by any member of the Wider Chez Gerard Group, in any such case of all
or any portion of their respective businesses, assets or properties or impose
any limitation on the ability of any of them to conduct any of their respective
businesses (or any of them) or to own or dispose of any of their respective
assets or properties or any part thereof;
(iv) impose any limitation on, or result in a delay in, the ability of
any member of the Wider Paramount Group or any member of the Wider Chez Gerard
Group to acquire or to hold or to exercise effectively, directly or indirectly,
all or any rights of ownership in respect of shares or loans or securities
convertible into shares or other securities (or the equivalent) in, or to
exercise management control over, any member of the Wider Chez Gerard Group or
any member of the Wider Paramount Group;
(v) without limitation to the foregoing, require any member of the
Wider Paramount Group or the Wider Chez Gerard Group to acquire, or to offer to
acquire, any shares or other securities (or their equivalent) in any member of
the Wider Paramount Group or any member of the Wider Chez Gerard Group or any
asset owned by any third party (other than in implementation of the Offer or
pursuant to Part XIII A of the Act or pursuant to Rule 9 of the Code) or to
sell, or to offer to sell, any shares or other securities (or their equivalent)
or any interest in any asset owned by any member of the Wider Paramount Group or
the Wider Chez Gerard Group;
(vi) impose any limitation on the ability of any member of the Wider
Paramount Group or any member of the Wider Chez Gerard Group to integrate or
co-ordinate its business, or any part of it, with all or any part of the
businesses of any other member of the Wider Paramount Group or the Wider Chez
Gerard Group;
(vii) result in any member of the Wider Chez Gerard Group or the Wider
Paramount Group ceasing to be able to carry on business under any name under
which it presently does so or ceasing to be able to use in its business any
name, trademark or other intellectual property right which it at present uses in
and uses on the same basis and terms as at present apply; or
(viii) otherwise adversely affect any or all of the business, assets,
financial or trading position, profits or prospects of any member of the Wider
Chez Gerard Group or any member of the Wider Paramount Group;
and all applicable waiting and other time periods during which any Authority
could intervene in such a way under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(e) there being no provision of any arrangement, agreement, licence,
permit, franchise, facility, lease or other instrument to which any member of
the Wider Chez Gerard Group is a party or by or to which any such member or any
of its assets is or are or may be bound, entitled or subject or any circumstance
which, in each case as a consequence of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Chez Gerard or
any other member of the Wider Chez Gerard Group by any member of the Wider
Paramount Group or any part thereof or any matter arising therefrom or relating
thereto or otherwise, could or might reasonably be expected to result in:
(i) any monies borrowed by or any other indebtedness or liabilities,
actual or contingent, of, or grant made or available to, any member of the Wider
Chez Gerard Group being or becoming repayable or being capable of being declared
repayable immediately or prior to its stated maturity or repayment date or the
ability of any member of the Wider Chez Gerard Group to borrow monies or incur
any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property, assets or interests of any
member of the Wider Chez Gerard Group or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable or
being capable of being enforced;
(iii) any such arrangement, agreement, licence, permit, franchise,
facility, lease or other instrument, or the rights, liabilities, obligations or
interests of any member of the Wider Chez Gerard Group thereunder, being, or
becoming capable of being, terminated or adversely modified or affected or any
action being taken or any onerous obligation or liability arising thereunder;
(iv) any interest, assets or property of any member of the Wider Chez
Gerard Group being or falling to be disposed of or charged or any right rising
under which any such interest assets or property could be required to be
disposed of or charged otherwise than in the ordinary course of business;
(v) without limitation to the foregoing, any member of the Wider
Paramount Group or the Wider Chez Gerard Group being required to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of the Wider Paramount Group or the Wider Chez Gerard Group or any asset
owned by any third party or to sell, or to offer to sell, any shares or other
securities (or the equivalent) in or any asset owned by any member of the Wider
Paramount Group or the Wider Chez Gerard Group;
(vi) any member of the Wider Chez Gerard Group ceasing to be able to
carry on business under any name under which it presently does so or ceasing to
be able to use in its business any name, trademark or other intellectual
property right which it at present uses, in each case on the same basis and
terms as at present apply;
(vii) the creation of any liability actual or contingent by any such
member;
(viii) the rights, liabilities, obligations or interests of any member of
the Wider Chez Gerard Group under any such arrangement, agreement, licence,
permit, franchise, facility, lease or other instrument or the interests or
business of any such member in or with any other person, firm, company or body
(or any arrangement or arrangements relating to any such interests or business)
being terminated, modified or affected or any obligation or liability arising or
any action being taken or arising thereunder; or
(ix) the financial or trading position profits or prospects or
value or, business or assets of any member of the Wider Chez Gerard Group being
prejudiced or adversely affected;
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit, franchise, facility, lease or other instrument,
could result in any of the events or circumstances which are referred to in
paragraphs (i) to (ix) of this condition (e);
(f) all necessary filings having been made, all appropriate waiting periods
under any applicable legislation or regulations of any jurisdiction having
expired, lapsed or terminated in each case in respect of the Offer and the
acquisition of any shares in or control of Chez Gerard by Paramount and all
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals necessary or appropriate in any
jurisdiction for or in respect of the Offer or proposed acquisition of any
shares in, or control of, Chez Gerard by Paramount having been obtained in terms
and in a form reasonably satisfactory to Paramount from all appropriate
Authorities or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the GCG Group has entered into
contractual arrangements and such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
together with all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate for any member of the GCG Group to carry on its business remaining
in full force and effect at the time when the Offer becomes or is declared
unconditional and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same and all necessary statutory or regulatory obligations in all
relevant jurisdictions having been complied with;
(g) except as disclosed in Chez Gerard's annual report and accounts for the
year ended 30 June 2002 (the "Report and Accounts") or as disclosed in the
Interim Statement of Chez Gerard for the six months ended on 31 December 2002
(the "Interim Statement") or as otherwise publicly announced by Chez Gerard (by
the delivery of an announcement to the Company Announcements Office of the
London Stock Exchange or an appropriate regulatory information service) prior to
the date of this announcement (such information being "publicly announced") no
member of the Wider Chez Gerard Group having:
(i) (save as between Chez Gerard and wholly-owned subsidiaries of
Chez Gerard) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities except for any options granted and any Chez Gerard
Shares allotted upon the exercise of any options granted under the Chez Gerard
Share Option Schemes;
(ii) recommended, declared, paid or made, or proposed the
recommendation, declaration or payment or making of, any bonus, dividend or
other distribution whether in cash or otherwise other than to wholly owned
members of the Wider Chez Gerard Group;
(iii) made or committed to make or authorised or proposed or announced
an intention to propose any change in its loan capital;
(iv) merged with or demerged or acquired any body corporate or acquired
or disposed of or (save in the ordinary course of business) transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any assets (including shares and trade investments)
or authorised, proposed or announced its intention so to do;
(v) issued, authorised or proposed or announced an intention to
propose the issue of any debentures or (save in the ordinary course of business)
become subject to any contingent liability or incurred or increased any
indebtedness or contingent liability;
(vi) purchased, redeemed or repaid or announced any proposal for the
purchase, redemption or repayment of any of its own shares or other securities
or reduced or made, or proposed the reduction or making of, any other change to
any part of its share capital;
(vii) entered into or varied or authorised or become bound by or
proposed the entry into or variation of, or announced its intention to enter
into or vary, any contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude; or
(B) could be restrictive to the businesses of any member of the Wider
Chez Gerard Group or any member of the Wider Paramount Group; or
(C) involves or would involve an obligation of a long term, onerous or
unusual nature or magnitude or which could be restrictive to the businesses of
any member of the Wider Chez Gerard Group or any member of the Wider Paramount
Group; or
(D) is other than in the ordinary course of business;
(viii) entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any contract, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement;
(ix) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any agreement, commitment,
arrangement or contract with any of the directors or senior executives of any
member of the Wider Chez Gerard Group;
(x) taken or proposed any corporate action or had any order made or
legal proceedings instituted or threatened against it or petition presented for
its winding-up (voluntarily or otherwise), dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its assets and revenues or for any analogous
proceedings or steps having occurred in any jurisdiction or for the appointment
of any analogous person in any jurisdiction;
(xi) made or agreed or consented to any change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual of or entitlement to, such benefit or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) or
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation or allowed any
deficit (actual or contingent) to arise or persist in relation to the funding of
any such scheme;
(xii) been unable or admitted in writing that it is unable to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) waived or compromised or settled any claim;
(xiv) made any alteration to its memorandum or articles of association,
or any other incorporation document; or
(xv) entered into any agreement, contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) or
proposed with respect to any of the transactions, matters or events referred to
in this condition (f);
(h) except as disclosed in the Report and Accounts, the Interim
Statement or save as publicly announced prior to the date of this announcement:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading position or profits, assets or prospects
of any member of the Wider Chez Gerard Group;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Chez Gerard Group is or may
become a party (whether as claimant or defendant or otherwise) and no enquiry or
investigation (save as a result of the Offer) by or against or complaint or
reference to any Third Party having been threatened, announced or instituted by
or remaining outstanding against or in respect of any member of the Wider Chez
Gerard Group;
(iii) no contingent or other liability having arisen or become apparent
or increased which has or might be likely to have an adverse effect on any
member of the Wider Chez Gerard Group;
(iv) there having been no inquiry or investigation (save as a result of
the Offer) by, or complaint or reference to, any Third Party of a material
nature to Chez Gerard in respect of any member of the Wider Chez Gerard Group
and no such inquiry, investigation, complaint or reference having been
threatened, announced, implemented, instituted or remaining outstanding; and
(v) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Chez Gerard Group;
(i) Paramount not having discovered that any:
(i) financial or business or other information concerning the Wider
Chez Gerard Group disclosed at any time by or on behalf of any member of the
Wider Chez Gerard Group, whether publicly, to any member of the Wider Paramount
Group or otherwise, is misleading or contains a misrepresentation of fact or
omits to state a fact necessary to make any information contained therein not
misleading; or
(ii) member of the Wider Chez Gerard Group or partnership, company or
other entity in which any member of the Wider Chez Gerard Group has an interest
and which is not a subsidiary undertaking of Chez Gerard is subject to any
liability (contingent or otherwise) which is not fairly disclosed in the Report
and Accounts or the Interim Statement;
(j) Paramount not having discovered:
(i) that any past or present member of the Wider Chez Gerard Group
has not complied with all applicable legislation or regulations of any
jurisdiction with regard to the use, presence, treatment, handling, transport,
storage, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely capable of causing harm or damage to
the environment or human health, or otherwise relating to environmental matters,
or that there has otherwise been any such use, presence, treatment, handling,
transport, storage, disposal, discharge, spillage, leak or emission (whether or
not the same constituted a non-compliance by any person with any such
legislation, directions, common laws, notices, orders, circulars, guidance or
regulations and wherever the same may have taken place) which, in any such case,
would be likely to give rise to any liability (whether actual or contingent) on
the part of any member of the Wider Chez Gerard Group;
(ii) that there is, or is likely to be, any liability, whether actual
or contingent, to make good, repair, reinstate or clean up any property or land
now or previously owned, occupied or made use of by any past or present member
of the Wider Chez Gerard Group or any controlled waters under any past, present
or future environmental legislation, directives, common laws, notices, orders,
circulars, guidance, regulation or other lawful requirement of any relevant
authority or Third Party or otherwise or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
(iii) that circumstances exist which are likely to result in any actual
or contingent liability of any member of the Wider Chez Gerard Group under any
of the applicable legislation referred to in sub-paragraph (i) above to improve,
or modify existing or install new plant, machinery or equipment or to carry out
any changes in the processes currently carried out;
(iv) that circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product,
by-product or process of manufacture or service or materials used therein now or
previously manufactured, supplied, sold or in any way dealt with or handled by
any past or present member of the Wider Chez Gerard Group; or
(v) any circumstances which indicate that any of the sub-paragraphs
(i)-(iv) above may not be satisfied.
(k) The Office of Fair Trading not having indicated to Paramount that it is
the intention of the Secretary of State for Trade and Industry to refer the
proposed acquisition of Chez Gerard by Paramount, or any matters arising
therefrom, to the Competition Commission.
Paramount reserves the right to waive all or any of conditions (c) to (k)
inclusive above, in whole or in part. The Offer will lapse unless all the above
conditions are fulfilled or (if capable of waived, waived or where appropriate
determined by Paramount to have been or to remain satisfied by midnight on the
day which is 21 days after the date on which the Offer becomes or is declared
unconditional as to acceptances or such later date as Paramount may wish the
consent of the final decide. Conditions (d) to (j) will be waived forthwith upon
the Offer being declared unconditional as to acceptances, save in the case of
any prior breach of such conditions. Condition (b) and (k) must be fulfilled or
satisfied within 21 days after the later of the first closing date and the date
on which condition (a) is fulfilled (or in each case such later date as the
Panel may agree) provided that, save as aforesaid, Paramount shall be under no
obligation to waive or treat as satisfied any condition by a date earlier than
the latest date specified above for the satisfaction thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
The Offer will lapse if it is referred to the Competition Commission or if the
European Commission either initiates proceedings under Article 6(1)(c) of
Council Regulation (EEC) 4064/89 or makes a referral to a competent authority of
the United Kingdom under Article 9(1) before (in any such case) the first
closing date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.
If Paramount is required by the Panel to make an offer for GCG Shares under the
provisions of Rule 9 of the Code, Paramount may make such alterations to the
terms and conditions of the Offer as are necessary to comply with the provisions
of that Rule.
APPENDIX II
DEFINITIONS
In this document, unless the context requires otherwise, the following
expressions shall have the following meanings:
"Acquisition" the proposed acquisition of the entire issued share capital of Chez
Gerard pursuant to the Offer
"AIM" the Alternative Investment Market of the London Stock Exchange
"Cash Alternative" the cash alternative under the Offer pursuant to which GCG Shareholders
who validly accept the Offer may receive cash consideration in lieu of
New Paramount Shares
"Chez Gerard" Groupe Chez Gerard plc
"Dawnay Day" Dawnay, Day Corporate Finance Limited, joint financial adviser to
Paramount
"Enlarged Group" The Paramount Group as enlarged by the Acquisition of Chez Gerard
"Evolution Beeson Gregory" Evolution Beeson Gregory Limited, the Company's joint financial adviser,
a member of the London Stock Exchange and regulated by the Financial
Services Authority
"Extraordinary General Meeting" the extraordinary general meeting of Paramount which is to be convened to
consider resolutions required, inter alia, to effect the Acquisition
"Form of Acceptance" the form of acceptance and authority relating to the Offer
"GCG Group" Chez Gerard and its subsidiaries
"GCG Shares" the existing unconditionally allotted or issued and fully paid ordinary
shares of 25p each in Chez Gerard and any further such shares which are
unconditionally allotted or issued after the date hereof while the Offer
remains open for acceptance upon the exercise of any options granted by
Chez Gerard or otherwise
"GCG Shareholders" a holder of GCG Shares
"GCG Share Schemes" the Groupe Chez Gerard 2000 Executive Share Option Scheme and the 1994
Executive Share Option Scheme
"JOHCM" JO Hambro Capital Management Limited
"JOHCMG" JO Hambro Capital Management Group Limited, the parent company of JOHCM
"London Stock Exchange" London Stock Exchange plc
"NASCIT" North Atlantic Smaller Companies Investment Trust plc
"New Paramount Shares" new ordinary shares of 5p each in Paramount to be issued, credited as
fully paid, pursuant to the Offer
"Offer" the offer by Dawnay Day on behalf of Paramount for the whole of the
issued share capital of Chez Gerard not already owned by Paramount on the
terms and subject to the conditions set out in this document
"Official List" the official list of the UKLA
"Panel" the Panel on Takeovers and Mergers
"Paramount" or "the Offeror" Paramount plc
"Paramount Group" Paramount and its subsidiary
"Paramount Shares" ordinary shares of 5p each in Paramount
"Paramount Shareholders" a holder of Paramount Shares
"Remuneration Committee" the remuneration committee of the Paramount board
"Substantial Interest" a direct or indirect interest in 20% or more of the voting equity capital
of an undertaking.
the City Code on Takeovers and Mergers issued by the Panel
"Takeover Code"
"Share Offer" The offer of 3.75 New Paramount Shares for each GCG Share as
consideration under the Offer
"UK Listing Authority" or "UKLA" The Financial Services Authority acting in its capacity as the competent
authority for the purpose of Part VI of the Financial Services and
Markets Act 2000
"Underwriting Agreement" the agreement between the Company and JOHCM dated 6th March 2003
relating to the underwriting of the Cash Alternative
the United States of America, its territories and possessions, the
"United States" District of Columbia, and all other areas subject to its jurisdiction
Chez Gerard and its subsidiary undertakings and other undertakings
(including any joint venture, partnership, firm or company in which any
"Wider Chez Gerard Group" member of the Chez Gerard Group is interested) or any undertaking which
Chez Gerard and such undertakings (aggregating their interests) have a
Substantial Interest
"Wider Paramount Group" Paramount and its subsidiary undertakings and other undertakings
(including any joint venture, partnership, firm or company in which any
member of the Paramount Group is interested) or any undertaking which
Paramount and such undertakings (aggregating their interests) have a
Substantial Interest
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFUORVROUROAAR