RNS No 2771r
ACORN GROUP PLC
27 April 1999
PART 2
APPENDIX I
Conditions of the Offer
The Offer will comply with all applicable rules and regulations of
the London Stock Exchange and the City Code and will be
governed by English law and subject to the jurisdiction of the
Courts of England.
The Offer 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permitted, withdrawn) by not later than 3.00 p.m. (London
time) on the first closing date of the Offer (or such later
time(s) and/or date(s) as MSDW Investment Holdings
may, with the consent of the Panel or subject to the rules of
the City Code, decide) in respect of not less than 90 per
cent. (or such lower percentage as MSDW Investment
Holdings may decide) of the Acorn Ordinary Shares to
which the Offer relates, provided that this condition will
not be satisfied unless MSDW Investment Holdings and/or
any of its wholly-owned subsidiaries shall have acquired or
agreed (unconditionally or subject only to conditions
which will be fulfilled upon the Offer becoming or being
declared unconditional in all respects) to acquire (whether
pursuant to the Offer or otherwise) Acorn Ordinary Shares
carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of
Acorn including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attaching to
any Acorn Ordinary 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. For the purposes of this condition:
(i) shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting
rights they will carry upon issue;
(ii) the expression "Acorn Ordinary Shares to which
the Offer relates" shall be construed in accordance
with sections 428 to 430F of the Companies Act
1985;
(iii) valid acceptances shall be treated as having been
received in respect of any Acorn Ordinary Shares
which MSDW Investment Holdings shall,
pursuant to section 429(8) of the Companies Act
1985, be treated as having acquired or contracted
to acquire by virtue of acceptances of the Offer:
(b) all filings reasonably considered necessary or desirable by
MSDW Investment Holdings having been made and all or
any applicable waiting periods (including any extensions
thereof) under the United States Hart-Scott-Rodino
Antitrust Improvements Act 1976 and the regulations
thereunder having expired, lapsed or been terminated as
appropriate in each case in respect of the Offer and the
proposed acquisition of any Acorn Ordinary Shares or
control of Acorn by MSDW Investment Holdings or any
member of the Morgan Stanley Dean Witter Group;
(c) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, administrative,
environmental, professional or investigative body,
authority (including any national or supranational anti-trust
or merger control authorities), court, trade agency,
association, institution or any other body or person
whatsoever in any jurisdiction (each a "Third Party")
having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute,
regulation, decision or order or having taken any other
steps (but, in relation to any member of the Wider Morgan
Stanley Dean Witter Group only, as a consequence of the
Offer or the acquisition or proposed acquisition of Acorn
Ordinary Shares or control of Acorn or any member of the
Wider Acorn Group by any member of the Morgan Stanley
Dean Witter Group) which would or might reasonably be
expected to:
(i) require, restrain, prohibit, prevent or delay the
divestiture or alter the terms envisaged for any
proposed divestiture by any member of the Wider
Morgan Stanley Dean Witter Group or any member
of the Wider Acorn Group of all or any portion of
their respective businesses, assets or properties,
including the ARM Holdings Ordinary Shares, or
impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them)
or to own any of their respective assets or properties
or any part thereof (in any such case to an extent
which is material in the context of the Wider Acorn
Group or the Wider Morgan Stanley Dean Witter
Group, as the case may be, taken as a whole);
(ii) require, prevent or materially delay the divestiture by
any member of the Wider Morgan Stanley Dean
Witter Group of any of the Acorn Ordinary Shares or
other securities in Acorn or the ARM Holdings
Ordinary Shares;
(iii) impose any limitation on, or result in a delay in, the
ability of any Acorn Shareholder or any member of
the Wider Morgan Stanley Dean Witter Group or any
member of the Wider Acorn Group directly or
indirectly 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 any other securities (or the
equivalent) in any member of the Wider Acorn Group
or the ARM Holdings Ordinary Shares, as the case
may be, or to exercise management control over any
such member (in any case to an extent which is
material in the context of the Wider Acorn Group or
the Wider Morgan Stanley Dean Witter Group or the
Offer, as the case may be, taken as a whole);
(iv) otherwise adversely affect any or all of the
businesses, assets, profits or prospects of any member
of the Wider Morgan Stanley Dean Witter Group or
of any member of the Wider Acorn Group, in each
case in a manner which is material in the context of
the Acorn Group or the Morgan Stanley Dean Witter
Group, as the case may be, taken as a whole;
(v) make the Offer or its implementation or the
acquisition or proposed acquisition of any shares or
other securities in, or control of, Acorn by MSDW
Investment Holdings or any member of the Wider
Morgan Stanley Dean Witter Group, or the
acquisition of the ARM Holdings Ordinary Shares
and the delivery of the same directly or indirectly to
the Acorn Shareholders void, illegal, and/or
unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly,
materially restrain, restrict, prevent, prohibit, delay or
otherwise interfere with the Offer or any such
acquisition, or impose additional materially adverse
conditions or obligations with respect thereto, or
otherwise challenge, impede, hinder or interfere
therewith, in each such case in a manner which is
material in the context of the Offer or require any
material amendment to the terms of the Offer or the
proposed acquisition of any Acorn Ordinary Shares
or the acquisition of control of Acorn by MSDW
Investment Holdings or the proposed delivery of the
ARM Holdings Ordinary Shares;
(vi) require any member of the Wider Morgan Stanley
Dean Witter Group or the Wider Acorn Group to
offer to acquire any shares or other securities or
interest in any member of the Wider Acorn Group or
the Wider Morgan Stanley Dean Witter Group owned
by any third party, in each such case in a manner
which is material in the context of the Offer; or
(vii) impose any limitation on the ability of any member
of the Wider Acorn Group to co-ordinate its business,
or any part of it, with the businesses of any other
member to an extent which is material in the context
of the Wider Acorn Group taken as a whole;
(d) all applicable waiting and other time periods during which
any such Third Party could institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any relevant
jurisdiction having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in
connection with the Offer and all authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals necessary for or in
respect of the Offer or the proposed acquisition of any
shares or other securities in, or control of, Acorn or ARM
Holdings by any member of the Morgan Stanley Dean
Witter Group, or which are necessary for any member of
the Wider Acorn Group to carry on its business and are
material to the Wider Acorn Group, or which are necessary
to permit the delivery of ARM Holdings Ordinary Shares,
having been obtained in terms and in a form satisfactory to
MSDW Investment Holdings from all appropriate Third
Parties or persons with whom any member of the Wider
Acorn Group has entered into contractual arrangements
and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions
and approvals remaining in full force and effect at the time
when the Offer becomes otherwise unconditional and all
filings necessary for such purpose having been made and
no notice or intimation of any intention to revoke or not to
renew any of the same having been received at the time at
which the Offer becomes otherwise unconditional in all
respects and all necessary statutory or regulatory
obligations in connection with the Offer and its
implementation in any jurisdiction having been complied
with;
(f) except and to the extent disclosed in writing to MSDW
Investment Holdings prior to 27 April 1999 by Acorn or
Close Brothers on its behalf in connection with the Offer,
there being no provision of any agreement, arrangement,
licence, permit, franchise or other instrument to which any
member of the Wider Acorn Group is a party, or by or to
which any such member of the Wider Acorn Group or any
of its assets is or are or may be bound, entitled or subject,
or any circumstance which, in each case as a direct
consequence of the Offer or the acquisition or proposed
acquisition of any shares or other securities (or the
equivalent) in, or control of, Acorn or any other member of
the Wider Acorn Group or because of a change in the
control or management of Acorn, would or might
reasonably be expected, in each case to an extent which is
material in the context of the Wider Acorn Group taken as a
whole, to result in:
(i) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available
to, any member of the Wider Acorn Group being or
becoming repayable or capable of being declared
repayable immediately or prior to its stated maturity
date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit,
franchise or instrument or the rights, liabilities,
obligations, interests or business of any member of
the Wider Acorn Group thereunder being or
becoming capable of being terminated or adversely
modified or adversely affected or any adverse
obligation or liability arising or any action being
taken or arising thereunder;
(iii) any assets or interests of any member of the Wider
Acorn Group being or falling to be disposed of or
charged or any right arising under which any such
asset or interest could be required to be disposed of or
charged, in each case otherwise than in the ordinary
course of business;
(iv) the creation or enforcement 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 Acorn Group or any such
mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any
member of the Wider Acorn Group under any such
arrangement, agreement, licence, permit, franchise 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 adversely
affected;
(vi) the value of any member of the Wider Acorn Group
or its financial or trading position or prospects being
materially adversely prejudiced or materially
adversely affected;
(vii) any member of the Wider Acorn Group ceasing to be
able to carry on business under any name under
which it presently does so; or
(viii) the creation of any liability, actual or contingent, by
any such member otherwise than in the ordinary
course of business;
and no event having occurred which, under any provision
of any such agreement, arrangement, licence, permit or
other instrument to which any member of the Wider Acorn
Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject would,
otherwise than in the ordinary course of business, result in
any of the events or circumstances referred to in sub-
paragraphs (i) to (viii) of this paragraph (f) in
circumstances which are or might reasonably be expected
to be material in the context of the Wider Acorn Group
taken as a whole;
(g) except as disclosed in the latest Annual Report and
Accounts of Acorn or as disclosed in the Offer document or
as publicly announced by the delivery of an announcement
to the Company Announcements Office of the London
Stock Exchange by Acorn or by ARM Holdings prior to 27
April 1999 or as disclosed in writing to MSDW Investment
Holdings prior to 27 April 1999 by Acorn or Close
Brothers in connection with the Offer, no member of the
Wider Acorn Group (in the case of any such member which
is not a member of the Acorn Group, in circumstances
which are material in the context of the Wider Acorn Group
taken as a whole) having, since 27 April 1999:
(i) save as between Acorn and wholly-owned
subsidiaries of Acorn or for Acorn Ordinary Shares
issued pursuant to the exercise of options granted or
invitations made under the Acorn Share Option
Schemes or the Element 14 Limited Share Option
Scheme prior to 27 April 1999, issued, authorised,
agreed or proposed the issue of additional shares of
any class;
(ii) save as between Acorn and wholly-owned
subsidiaries of Acorn or for the grant of options
under the Acorn Share Option Schemes or the
Element 14 Limited Share Option Scheme made
prior to 27 April 1999, issued or agreed or
authorised or proposed the issue of securities
convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any
such shares or convertible securities;
(iii) other than to another member of the Wider Acorn
Group, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any
bonus issue of securities, dividend or other
distribution;
(iv) save for intra-Acorn Group transactions, and other
than in the ordinary course of business, merged with
or demerged from any body corporate or, in
circumstances which are material to the Acorn
Group taken as a whole, acquired or disposed of or
transferred, mortgaged or charged or created any
security interest over any assets or any right, title or
interest in any asset (including shares and trade
investments) or authorised or proposed or
announced any intention to propose any merger,
demerger, acquisition or disposal, transfer,
mortgage, charge or security interest (other than in
the ordinary course of business);
(v) made or committed to make or authorised or
proposed or announced an intention to propose any
change in its share or (save as between Acorn and
wholly-owned subsidiaries of Acorn) loan capital;
(vi) issued, agreed to issue, authorised or proposed the
issue of any debentures or (save for intra-Acorn
Group transactions or indebtedness or liabilities
which are incurred in the ordinary course of
business or which are not material in the context of
the Wider Acorn Group taken as a whole) incurred
or increased any indebtedness or contingent liability
or become subject to any contingent liability which,
in any such case, is material in the context of the
Wider Acorn Group taken as a whole;
(vii) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its
own shares or other securities or reduced or, save as
excepted in (i) and (ii) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced
its intention to implement, any reconstruction,
amalgamation, scheme or, to the extent material in
the context of the Wider Acorn Group taken as a
whole, any contract, commitment or other
transaction or arrangement otherwise than in the
ordinary course of business;
(ix) entered into or materially varied or authorised,
proposed or announced its intention to enter into or
to vary any contract, transaction or commitment
(whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or might
reasonably be expected to be materially restrictive
on the businesses of any member of the Wider
Acorn Group or any member of the Wider Morgan
Stanley Dean Witter Group which, in any such case,
is material in the context of the Wider Acorn Group
taken as a whole or which involves or would
involve an obligation of such a nature or magnitude
or which could be restrictive on the business of any
member of the Wider Acorn Group or any member
of the Wider Morgan Stanley Dean Witter Group,
which, in any such case, is material in the context
of the Wider Acorn Group taken as a whole;
(x) taken or proposed any corporate action or had any
legal proceedings started or threatened against it or
petition (not of a frivolous or vexatious nature)
presented for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any
material part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction
or had any such person appointed which in any case
is material in the context of the Wider Acorn Group
taken as a whole;
(xi) entered into any contract, transaction or
arrangement which might reasonably be expected to
be materially restrictive on the business of any
member of the Wider Acorn Group or the Wider
Morgan Stanley Dean Witter Group;
(xii) made or agreed or consented to any significant
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 or entitlement to such
benefits or pensions are calculated or determined, or
to the basis upon which the liabilities (including
pension) of such pension schemes are funded or
made, or agreed or consented to any change to the
trustees involving the appointment of a trust
corporation which change is material in the context
of the Wider Acorn Group taken as a whole or is a
change which, irrespective of materiality, affects
only, or disproportionately, the directors and senior
executives of Acorn;
(xiii) entered into or materially varied or made any offer
(which remains open for acceptance) to enter into or
so vary the terms of any service agreement or any
other agreement or arrangement with any of the
directors or senior executives of any member of the
Wider Acorn Group or any connected person of any
of such persons (within the meaning of section 346
of the Companies Act 1985);
(xiv) waived or compromised any claim which is material
in the context of the Wider Acorn Group taken as a
whole;
(xv) entered into any contract, commitment, arrangement
or agreement or passed any resolution or made any
offer (which remains open for acceptance) with
respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or
events referred to in this condition (g);
(xvi) 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 which in
any case is material in the context of the Wider
Acorn Group taken as a whole; or
(xvii) made any alteration to its memorandum or articles
of association, or other incorporation documents
which is material in the context of the Wider Acorn
Group taken as a whole;
(h) since 27 April 1999, and save as disclosed in the latest
Annual Report and Accounts of Acorn or as disclosed in
the Offer document or as publicly announced by Acorn by
the delivery of an announcement to the Companies
Announcements Office of the London Stock Exchange or
as disclosed in writing to MSDW Investment Holdings by
Acorn or Close Brothers in connection with the Offer, in
each case prior to 27 April 1999:
(i) no adverse change or deterioration or development
involving a prospective adverse change having
occurred in the business, assets, financial or trading
position or profits or prospects of any member of the
Wider Acorn Group which is material in the context
of the Wider Acorn Group taken as a whole;
(ii) no litigation, arbitration proceedings, other form of
dispute resolution proceedings, prosecution or other
legal proceedings to which any member of the Wider
Acorn Group is or may become a party (whether as a
plaintiff, defendant or otherwise) and no investigation
(save as a result of the Offer) by any Third Party
against or in respect of any member of the Wider
Acorn Group having been instituted, threatened or
announced by or against or remaining outstanding
against or in respect of any member of the Wider
Acorn Group which in any case might adversely
affect any member of the Wider Acorn Group to an
extent which is material in the context of the Wider
Acorn Group taken as a whole;
(iii) no contingent or other liability having arisen or
increased or become apparent to MSDW Investment
Holdings which might reasonably be expected
adversely to affect any member of the Wider Acorn
Group to an extent which is material in the context of
the Wider Acorn Group taken as a whole; and
(iv) no enquiry or investigation (save as a result of the
Offer) by, or complaint, or reference to, any Third
Party of a material nature to Acorn or ARM Holdings
in respect of any member of the Wider Acorn Group
having been made and no such enquiry, investigation,
complaint or reference having been threatened,
announced, implemented, instituted or remaining
outstanding which, in any such case, is material in the
context of the Wider Acorn Group taken as a whole;
(i) except as disclosed in the latest Annual Report and
Accounts of Acorn or as disclosed in the Offer document or
as publicly announced by Acorn by delivery of an
announcement to the Companies Announcements Office of
the London Stock Exchange prior to 27 April 1999, MSDW
Investment Holdings not having discovered:
(i) that any financial, business or other information
concerning the Wider Acorn Group as contained in
the information which has been disclosed at any time
by or on behalf of any member of the Wider Acorn
Group, whether publicly, to any member of the
Morgan Stanley Dean Witter Group or otherwise, is
materially misleading, contains a misrepresentation
of fact or omits to state a fact necessary to make that
information not materially misleading in any case
which has not subsequently been corrected by such
disclosure, in each case to an extent which is or
might reasonably be expected to be material in the
context of the Wider Acorn Group taken as whole;
(ii) that any member of the Wider Acorn Group is
subject to any liability (contingent or otherwise)
which is not disclosed in the latest Annual Report
and Accounts of Acorn in each case which might
reasonably be expected adversely to affect such
member to an extent which is material in the context
of Wider Acorn Group taken as a whole; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of
any member of the Wider Acorn Group in each case
to an extent which is or might reasonably be expected
to be material in the context of the Wider Acorn
Group taken as whole; and
(j) MSDW Investment Holdings not having discovered that:
(i) any past or present member of the Wider Acorn
Group has failed to comply with any and/or all
applicable legislation or regulations of any
jurisdiction with regard to environmental matters
including, without limitation, the disposal, spillage,
release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair
the environment or harm human health or animal
health;
(ii) there has otherwise been any such disposal, spillage,
release, discharge, leak or emission (whether or not
the same constituted a non-compliance by any person
with any such legislation or regulations, and wherever
the same may have taken place) any of which
disposal, spillage, release, discharge, leak or emission
would be likely to give rise to any material liability
(actual or contingent) or cost on the part of any
member of the Wider Acorn Group;
(iii) there is, or is likely to be, for that or any other reason
whatsoever, any material liability (actual or
contingent) of any past or present member of the
Wider Acorn Group to make good, repair, reinstate or
clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of
or controlled by or harmed, contaminated or in any
way affected by any such past or present member of
the Wider Acorn Group or in which any such member
may have or previously have had or be deemed to
have had an interest, under any environmental
legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state
or local government, supranational, statutory or other
regulatory body, agency, court, association or any
other person or body in any jurisdiction or any
common law liability (including, without limitation,
contract); and
(iv) circumstances exist whereby a person or class of
persons or any entity or entities would be likely to
have any claim or claims in respect of any product,
by-product or process or materials used or existing
now or previously sold or carried out by or in any
way dealt with or handled by or resulting from, or
from any activity of, any past or present member of
the Wider Acorn Group which claim or claims would
be likely to give rise to any liability (whether actual
or contingent) of any member of the Wider Acorn
Group,
which, in each of cases (i), (ii), (iii) and (iv) is or would
be expected to be material in the context of the Wider
Acorn Group taken as a whole; or
(v) there has occurred (1) a declaration of a banking
moratorium or any suspension of payments in respect
of banks in the US, (2) any material limitation
(whether or not mandatory) by any governmental,
administrative or regulatory authority or agency,
domestic or foreign, on the extension of credit by
banks or other lending institutions or, (3) a
commencement of a war or outbreak or escalation of
armed hostilities or other national calamity and there
being a reasonable likelihood that such event would
or might reasonably be expected to have an adverse
effect which is material in the context of the Wider
Acorn Group taken as a whole.
MSDW Investment Holdings reserves the right to waive, in
whole or in part, all or any of the above conditions other than
condition (a). If MSDW Investment Holdings is required to
make an offer for Acorn Ordinary Shares under the provisions of
Rule 9 of the City Code, MSDW Investment Holdings may make
such alterations to any of the above conditions as are necessary to
comply with the provisions of that Rule.
Conditions (b) to (j) (inclusive) must be fulfilled or waived by
midnight on the 21st day after the date on which condition (a) is
fulfilled (or in each case such later time(s) and/or date(s) as the
Panel may agree). MSDW Investment Holdings shall be under
no obligation to waive or treat as satisfied any of the conditions
(b) to (j) (inclusive) 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 the acquisition of Acorn is referred to the
Competition Commission before 3:00 p.m. on 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.
APPENDIX II
Financial and other information on the Offer
1. Bases and sources
(i) Unless otherwise stated, financial information
concerning the international businesses of the Morgan Stanley
Dean Witter Group, Acorn and ARM Holdings has been
derived from the published annual report and accounts and
interim and quarterly statements of the relevant company for the
relevant periods.
(ii) The closing middle market prices of Acorn and ARM
Holdings Ordinary Shares are derived from the
London Stock Exchange Daily Official List for the
relevant date.
(iii) The value of the Offer is based on the fully-diluted
share capital being approximately 92.67 million Acorn
Ordinary Shares in issue, together with approximately
3.78 million Acorn Ordinary Shares subject to options
under the Acorn Share Option Schemes and 0.27
million Acorn Ordinary Shares to be issued pursuant
to the Element 14 Share Option Scheme.
2. Financial effects of acceptance of the Offer
Increase in capital value
Market value of 0.4 ARM (i) 279p
Holdings Ordinary Shares
Market value of 1 (ii) 245p
Acorn Ordinary Share
Increase in capital value (iii) 34p
This represents an increase of 13.9%
Neither Acorn nor ARM Holdings declared a dividend for
the year to 31 December 1998.
Notes
(i) Based on the closing middle market quotation of
697.5p per ARM Holdings Ordinary Share on 26
April 1999, the last Business Day prior to the date of
this announcement.
(ii) Based on the closing middle market quotation of
245.0p per Acorn Ordinary Share on 26 April 1999,
the last Business Day prior to the date of this
announcement.
(iii) No account has been taken of any liability to taxation
or the treatment of fractions under the Offer.
3. Irrevocable undertakings
MSDW Investment Holdings has received irrevocable
undertakings from certain senior management of Acorn to
exercise options under the Acorn Share Option Schemes
and the Element 14 Limited Share Option Scheme and
accept the Offer on behalf of all Acorn Ordinary Shares
issued pursuant to the exercise of such options.
APPENDIX III
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acorn"
Acorn Group plc
"Acorn Directors"
The directors of Acorn
"Acorn Group"
Acorn and its subsidiary undertakings
"Acorn Ordinary Shares"
The existing unconditionally allotted or issued and
fully paid ordinary shares of 10 pence each in the
capital of Acorn other than those (if any) held or
contracted to be acquired by MSDW Investment
Holdings on the date the Offer is made and any
further ordinary shares in the capital of Acorn
which are unconditionally allotted or issued on or
before the time and date at which the Offer ceases
to be open for acceptances (or such earlier time
and date as with the Panel's consent or in
accordance with the City Code MSDW
Investment Holdings may decide), including any
further ordinary shares in the capital of Acorn
unconditionally allotted or issued pursuant to the
exercise of existing share options under the Acorn
Share Option Schemes or the Element 14 Limited
Share Option Scheme before such date
"Acorn Shareholders"
Holders of Acorn Ordinary Shares
"Acorn Share Option Schemes"
The existing share option schemes of Acorn,
being the 1994 Acorn plc Key Employee Share
Option Scheme and the 1984 Acorn plc Key
Employee Share Option Scheme
"ARM Holdings"
ARM Holdings plc
"ARM Holdings Ordinary Shares"
Ordinary shares of 0.25 pence each in the capital
of ARM Holdings
"Business Day"
A day (excluding Saturdays, Sundays and public
holidays) on which banks are open for business in
London
"City Code"
The City Code on Takeovers and Mergers
"Close Brothers"
Close Brothers Corporate Finance Limited
"Companies Act"
The Companies Act 1985 (as amended)
"Element 14 Limited"
A wholly-owned subsidiary of Acorn which in
turn holds all of the operating subsidiaries of the
Acorn Group
"Element 14 Limited Share Option Scheme"
The existing share option scheme of Element 14
Limited being the Element 14 Limited
Intermediate Share Scheme
"Form of Acceptance"
The form of acceptance and authority relating to
the Offer
"Independent Board"
The Acorn Directors, excluding Stan Boland who,
by virtue of his interest in the option agreement, is
precluded from expressing an opinion on, or
giving a recommendation of, the terms of the
Offer
"London Stock Exchange"
London Stock Exchange Limited
"Media DSP Business"
Certain assets and liabilities of Element 14
Limited relating to the development and sale of
silicon and enabling software and services for
media digital signal processors
"Morgan Stanley Dean Witter Group"
Morgan Stanley Dean Witter & Co. and its
subsidiary and associated undertakings
"Morgan Stanley International"
Morgan Stanley International Incorporated
"MSDW Investment Holdings"
MSDW Investment Holdings Limited
"Offer"
The recommended offer to be made by Morgan
Stanley & Co. Limited on behalf of MSDW
Investment Holdings to acquire all the issued and
to be issued ordinary share capital of Acorn as
described in this announcement, including where
the context so requires, any subsequent revision,
variation, extension or renewal of such offer, and
subject to the conditions set out herein
"Official List"
The London Stock Exchange Official List
"Panel"
The Panel on Takeovers and Mergers
"Set-top Box Business"
Certain assets and liabilities of Element 14
Limited relating to the business of developing,
designing, marketing, manufacturing and
distributing set-top box and multimedia terminals
together with related software, consulting services
and after sales support
"Substantial Interest"
A direct or indirect interest in 20 per cent. or more
of the voting equity capital of an undertaking
"The ARM Holdings Ordinary Shares"
The ARM Holdings Ordinary Shares which, as at
the date of this announcement, are registered in
the name of Applied RISC Technologies Limited
"UK" or "United Kingdom"
The United Kingdom of Great Britain and
Northern Ireland
"United States of America" or
"United States" or "US"
The United States of America, its territories and
possessions, any state of the United States and the
District of Columbia
"Wider Acorn Group"
Acorn and the subsidiaries and subsidiary
undertakings of Acorn and associated
undertakings (including any joint venture,
partnership, firm or company in which any
member of the Acorn Group is interested) or any
undertaking in which Acorn and such
undertakings (aggregating their interests) have a
Substantial Interest
"Wider Morgan Stanley Dean Witter Group"
Morgan Stanley Dean Witter & Co. and the
subsidiaries and subsidiary undertakings of
Morgan Stanley Dean Witter & Co. and
associated undertakings (including any joint
venture, partnership, firm or company in which
any member of the Morgan Stanley Dean Witter
Group is interested) or any undertaking in which
Morgan Stanley Dean Witter & Co. and such
undertakings (aggregating their interests) have a
Substantial Interest
For the purposes of this announcement, "subsidiary",
"subsidiary undertaking", and "associated undertaking" have
the meanings given by the Companies Act 1985 (as amended)
(but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A of the Companies Act 1985).
END
OFFABABKKNKSURR
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