RNS Number:5943P
Aspinalls Online PLC
10 September 2003
IMMEDIATE RELEASE
Not for release in the Untied States, Canada, Australia or Japan.
Cash Offer by Damian Aspinall
to acquire the entire issued and to be issued share capital of
Aspinalls Online plc ("Aspinalls" or "the Company")
Damian Aspinall and the Non Executive Directors of Aspinalls today announce a
cash offer by Damian Aspinall for the entire issued and to be issued share
capital of Aspinalls (other than those Aspinalls Shares owned by, or contracted
to be acquired by him).
Key Points
* The Offer will be 0.17 pence in cash for each Aspinalls Share which
values Aspinalls at approximately #500,000 (assuming that no Warrants,
Options or FSRs are exercised prior to the Offer becoming or being declared
unconditional in all respects).
* The Offer represents certain value for Aspinalls Shareholders and a
premium of approximately 13 per cent. to the middle market quotation of 0.15p
per Aspinalls Share at the close of business on 9 September 2003, the day before
the announcement of the Offer.
* Bobby Garg and Daniel Taylor, the Non Executive Directors of Aspinalls
are both connected to members of the concert party, which was formed at the time
of the acquisition by the Company of Gaming Ventures Investments Limited, and
which includes Damian Aspinall and therefore are deemed not to be independent of
Damian Aspinall for the purposes of the Code and thus are unable to provide
independent advice on the terms of the Offer or to recommend an appropriate
course of action to Aspinalls Shareholders. Accordingly, whilst the Non
Executive Directors have considered the Offer, they have obtained independent
advice from Daniel Stewart, Aspinalls' independent financial adviser, as to the
merits or otherwise of the Offer.
* The unaudited interim accounts of the Company for the six months ended
30 June 2003 are contained in a separate announcement also released today.
This summary should be read in conjunction with the text of the full press
announcement attached.
For further information:
Aspinalls Online plc
Daniel Taylor 0207 529 2504
Non Executive Director
Daniel Stewart & Company PLC (Financial adviser to Aspinalls Online plc)
Dan Wilmott 0207 374 6789
Alastair Cade
Cash Offer by Damian Aspinall
to acquire the entire issued and to be issued share capital of
Aspinalls Online plc ("Aspinalls" or "the Company")
1. Introduction
The Company today announces that Damian Aspinall, Chairman of Aspinalls, has
made a cash offer for the entire issued and to be issued share capital of
Aspinalls (other than those Aspinalls Shares owned by, or contracted to be
acquired by him).
Damian Aspinall is making the Offer in his personal capacity. Bobby Garg and
Daniel Taylor, the Non Executive Directors are both connected to members of the
Concert Party, which was formed at the time of the acquisition by the Company of
GVI, and which includes Damian Aspinall. Consequently, both the Non Executive
Directors are deemed not to be independent of Damian Aspinall for the purposes
of the Code and thus are unable to provide independent advice on the terms of
the Offer or to recommend an appropriate course of action to Aspinalls
Shareholders.
Accordingly, whilst the Non Executive Directors have considered the Offer, they
have obtained independent advice from Daniel Stewart, Aspinalls' independent
financial adviser, as to the merits or otherwise of the Offer. As he is the
making the offer, Damian Aspinall has not taken part in any of the discussions
of the Aspinalls Board relating to the Offer.
2. Terms of the Offer
The Offer is being made on the following basis:
for each Aspinalls Share 0.17 pence in cash
The Offer values the whole of Aspinalls' existing issued share capital at
approximately #500,000 (assuming that no Warrants, Options or FSRs are exercised
prior to the Offer becoming or being declared unconditional in all respects).
The Offer represents a premium of approximately 13 per cent. to the middle
market quotation of 0.15p per Aspinalls Share (as derived from the AIM Appendix
to the London Stock Exchange Daily Official List) at the close of business on 9
September 2003, the day before the announcement of the Offer.
3. Background to and reasons for the Offer
Aspinalls was re-admitted to trading on AIM on 11 June 2001, following the
acquisition by the Company of GVI and a gross fundraising of approximately #5
million. On re-admission to AIM, the issued share capital of Aspinalls was
valued at approximately #44 million.
The strategy of Aspinalls was to establish an online gaming business around the
"Aspinalls" name, which the Aspinalls Directors believed was a strong brand
name. On 18 June 2001 Aspinalls announced the launch of Aspinalls.com, a new
online gaming portal.
In January 2002, Aspinalls announced that it was initiating a review of the
Group's financing and strategic options following poor trading as a result of a
series of technology problems and regulatory issues in the US. As a consequence
of this review, and in order to cease the continued depletion of the Company's
cash resources, the Company announced on 16 April 2002 that it had entered into
the Golden Palace Agreement for a period of thirty months whereby it outsourced
the management of the Group's online casino operations to Golden Palace in
return for a share of net revenues. At the same time Aspinalls announced that it
would commence the winding down of its existing online operations.
On 30 June 2003, Aspinalls announced its results for the year ended 31 December
2002 which showed turnover of #559,000 and a loss on ordinary activities before
interest of #1,483,000. These figures include the period prior to the
outsourcing of the Group's operations and the costs associated with the closing
of the Group's operations. For the period from 15 April 2002, when Aspinalls
entered into the Golden Palace Agreement, to 31 December 2002 the Group received
approximately #82,000 from Golden Palace as its share of net revenue. For the
same period the overheads of the Group were #1,696,000.
The unaudited results of the Company for the six months ended 30 June 2003 show
cash balances of #1,157,000. In addition the Group had creditors of #471,000 and
debtors of #104,000 and therefore had net current assets of #790,000.Within the
creditors of #471,000 is an amount for approximately #100,000, which relates to
a contested account from a supplier to the Company for software services. The
Aspinalls Board is currently contesting this account and consider that this may
not be payable in full, but believe it is prudent and reasonable for it to
remain on the balance sheet. The majority of the remaining creditors relate to
player balances that have been deposited with the Company and in the event of a
liquidation those depositors would be contacted and offered a refund of their
deposit.
As at the date of this document, Aspinalls has no current operating business and
no employees, other than Damian Aspinall. Its most significant overhead is
maintaining its quotation on AIM, which the Aspinalls Directors estimate
currently costs approximately #100,000 per annum. Aspinalls has additional
overheads of approximately #42,000 per annum. The trading performance of the
Aspinalls Shares on AIM has been poor with the shares currently at a discount to
net asset value as at 30 June 2003. At present Aspinalls Shareholders therefore
have a limited opportunity to realise value for their shareholding due to the
low valuation and restricted liquidity in the Aspinalls Shares.
Against this background the Aspinalls Directors have considered ways in which
Aspinalls Shareholders could be provided with a mechanism to realise a value for
their existing shareholding whilst enabling the Company to remove the
unnecessary cost of maintaining an AIM quotation.
Alternatives
In considering whether to accept the Offer, Aspinalls Shareholders should be
aware of the following factors which have been considered by the Non Executive
Directors and Daniel Stewart:
* Under the Golden Palace Agreement, which runs until 15 October 2004, both
the Company and Golden Palace have an option to extend the agreement for a
further period until 15 April 2007. In the six months ended 30 June 2003 the
Golden Palace Agreement has generated #59,000 of revenue compared to #64,000 in
the six months ended 31 December 2002. The Non Executive Directors believe it is
unlikely that this revenue will increase significantly over time without
marketing of the "Aspinalls.com" brand which no party is currently contemplating
because of the associated cost and uncertainty as to its success.
* The Company has potential capital tax losses of approximately #34
million, which have not been agreed by the Inland Revenue. It is difficult to
place a value on capital tax losses. However, the Aspinall Directors have been
made aware that in previous examples where the total consideration paid by an
acquirer has been settled fully by cash, the value of the capital tax losses has
been in the region of 1p to 2p in the #1 where an acquirer believes that they
can utilise the capital tax losses immediately.
Whilst these capital tax losses have been claimed, the Inspector of Taxes can
still make an enquiry into them. In any event the certainty of the tax losses
will not be available until an attempt is made to utilise them. Given that the
capital tax losses have neither been agreed with the Inland Revenue nor utilised
the Non Executive Directors believe it is difficult to ascribe a current value.
* The costs relative to the income of the Company of maintaining a
quotation on AIM are high and provide little benefit for the Group. In addition
the lack of liquidity in the trading of Aspinalls Shares and the existence of a
large bid/offer spread (as a percentage of the price) is commercially
unattractive to Aspinalls Shareholders.
* The Aspinalls Board has considered alternative methods of ensuring that
Aspinalls Shareholders can realise a cash sum for their Aspinalls Shares other
than selling through the market. One such method could be a voluntary
liquidation which, based on the unaudited balance sheet of Aspinalls at 30 June
2003, would yield some 0.27p per Aspinalls Share less the costs of such
liquidation. The Aspinalls Board believe that such costs may be significant as
it would involve liquidating companies in two jurisdictions outside the UK. In
addition the Aspinalls Board also believes that such liquidation process may
well have associated uncertainty and delay.
4. Aspinalls current trading update
Today, the Company announced its unaudited interim results for the six month
period ending 30 June 2003. The Company reported an operating loss of #12,000 on
turnover derived from the Golden Palace Agreement of #59,000. The net loss for
the period ended 30 June 2002 is not comparable, as this included revenue for
online trading operations as well as nonrecurring costs in connection with the
run down of operations.
After interest received by the Group of #22,000 Aspinalls made a retained profit
of #10,000 for the six month period ending 30 June 2003. The current overheads
incurred by the Group primarily result from the obligations associated with
maintaining an AIM quotation. The current cash position of the Company is
therefore being maintained at a stable level, with little prospect of a
significant upturn.
As at 30 June 2003 the Company had net cash at bank of #686,000, assuming all
creditors are paid, and debtors of #104,000 compared with the Cash Offer by
Damian Aspinall which values the entire issued ordinary share capital of
Aspinalls (assuming that no Options, Warrants or FSR's are exercised prior to
the Offer becoming or being declared unconditional in all respects) at
approximately #500,000. In addition the Company has potential capital tax losses
of approximately #34 million, although there can be no guarantee that these can
be realised.
5. Advice by Daniel Stewart to the Non Executive Directors
In giving advice to the Non Executive Directors, Daniel Stewart believe that
there are potentially two courses of action an Aspinalls shareholder can take.
Daniel Stewart believe that the Offer may not represent the potential maximum
value that Aspinalls Shareholders could realise through the Company liquidating
its assets and distributing the proceeds to Aspinalls Shareholders or by selling
the Company to a third party.
If an Aspinalls Shareholder considers that the Offer does not represent the
potential maximum value and is comfortable with potentially remaining a minority
shareholder in an unquoted company where the amount that may be eventually
realised is not currently ascertainable and does not want to receive an
ascertainable amount now, then they should decline the Offer.
However, if an Aspinalls Shareholder would like the opportunity to realise now
an ascertained consideration, which is above the middle market quotation of an
Aspinalls Share on 9 September 2003 (the last dealing day prior to the
announcement of the Offer), and they do not wish to be a minority shareholder in
an unquoted company where a disposal of their shareholding may be difficult then
they should accept the Offer.
In giving its advice, Daniel Stewart is acting for the Non Executive Directors
on behalf of the Company and no one else in connection with the Offer and will
not be responsible to anyone other than the Non Executive Directors on behalf of
the Company for providing the protections afforded to clients of Daniel Stewart
nor for providing advice in relation to the Offer.
Accordingly, if Aspinalls Shareholders are in any doubt about the terms of the
Offer (and any taxation consequences) or the action they should take, they
should immediately consult their stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial
Services and Markets Act 2000.
6. Directors and Employees
Aspinalls currently has no employees other than Damian Aspinall. Following the
Offer becoming or being declared unconditional in all respects, it is intended
that the Non Executive Directors will resign from the Aspinalls Board as soon as
the Company is re-registered as a private company.
7. Compulsory Acquisition and Cancellation of quotation on AIM
Upon the Offer becoming or being declared unconditional, and assuming that all
the other conditions of the Offer have been satisfied or waived, Damian Aspinall
intends to exercise his right pursuant to the provisions of sections 428 to 430F
of the Act to acquire compulsorily the remaining Aspinalls Shares to which the
Offer relates on the same terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects, Damian
Aspinall intends to procure that Aspinalls applies to the London Stock Exchange
to cancel its quotation on AIM of both the Aspinalls Shares and Warrants. It is
anticipated that this cancellation will take effect no earlier than the
twentieth business day following the date upon which the Offer becomes or is
declared unconditional in all respects. Damian Aspinall also intends to procure
that Aspinalls is re-registered as a private company in accordance with the
provisions of the Act.
8. Options, Warrants and FSRs
The Offer will also extend to any Aspinalls Shares unconditionally allotted or
issued and fully paid (or credited as fully paid) whilst the Offer remains open
for acceptance (or such earlier date as Damian Aspinall may, subject to the
Code, determine) as a result of the exercise of the Options, Warrants or FSRs on
or before the date on which the Offer closes (or such earlier date as Damian
Aspinall may, subject to the Code, decide).
The lowest exercise price of any Aspinalls Options, Warrants or FSRs is 15p,
which is significantly above the Offer Price. The Panel has therefore granted a
dispensation against making a comparable offer for the outstanding Options,
Warrants and FSRs that are in existence unless exercised as stated above, and
therefore no comparable offer is being made.
9. Offer Document
The document, containing the full terms and conditions of the Offer, together
with the related Form of Acceptance, will be sent to Aspinalls Shareholders
today.
10. Overseas Shareholders
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia or Japan. Copies of this document, the Form of
Acceptance and any related offering documents are not being mailed or otherwise
distributed in, into or from the United States, Canada, Australia or Japan.
11. General
Appendix 1 contains the conditions and further terms of the Offer. Appendix 2
contains the conditions used in this announcement.
There are the following relevant securities of the Company in issue:
Aspinalls Shares (ISIN: GB0000402007) 292,179,77
Warrants (ISIN: GB0003287025) 20,629,999
FSRs 2,671,010
APPENDIX 1
Conditions and Further Terms of the Offer
The Offer, which is being made by Damian Aspinall in his own capacity, will
comply with the applicable rules and regulations of the London Stock Exchange,
the AIM Rules and the City Code. The Offer is also governed by English law and
subject to the jurisdiction of the English courts and is subject to the terms
and conditions set out below.
The Offer is conditional upon:
(i) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on 1 October 2003 (or such later time(s) and/or date(s)
as Damian Aspinall may, subject to the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as Damian
Aspinall may decide) in nominal value of the Aspinalls Shares to which the Offer
relates, provided that this condition shall not be satisfied unless Damian
Aspinall shall have acquired or agreed to acquire (whether pursuant to the Offer
or otherwise) Aspinalls Shares carrying in aggregate more than 50 per cent. of
the voting rights then exercisable at a general meeting of Aspinalls including
for this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any Aspinalls 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:
(a) the expression "Aspinalls Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the Act;
(b) shares that have been unconditionally allotted shall be deemed to carry
the voting rights that they will carry upon issue; and
(c) valid acceptances shall be treated as having been received in respect of
any Aspinalls Shares that Damian Aspinall shall, pursuant to section 429(8) of
the Act, be treated as having acquired or contracted to acquire by virtue of
acceptances of the Offer;
(ii) no relevant authority having intervened in a way that would or might
reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or proposed
acquisition by Damian Aspinall of any Aspinalls Shares, or the acquisition of
control of Aspinalls by Damian Aspinall, void, unenforceable and/or illegal or,
to an extent that is material in the context of the Offer, directly or
indirectly restrain, restrict, prohibit, delay or otherwise interfere with the
implementation thereof, or impose material additional conditions or obligations
with respect thereto, or otherwise challenge or require material amendment of
the Offer or the acquisition or proposed acquisition of any Aspinalls Shares, or
the acquisition of control of Aspinalls by Damian Aspinall to an extent which is
material in the context of the Offer;
(b) as a result of the Offer, require, prevent or delay the divestiture or
alter the terms of any proposed divestiture by Damian Aspinall or the wider
Group of all or any material part of their respective businesses, assets or
properties or impose a material limitation on the ability of any of them to
conduct any of their respective businesses or to own any of their respective
assets or properties or any material part thereof in any such case in a manner
or to an extent which is material in the context of (as applicable) Damian
Aspinall or the wider Group taken as a whole;
(c) impose any material limitation on the ability of Damian Aspinall or of any
member of the wider Group to exercise effectively, directly or indirectly, any
rights of ownership in respect of shares or other securities (or the equivalent)
in, or to manage or control, Aspinalls or, to an extent material in the context
of (as applicable) Damian Aspinall or the wider Group taken as a whole, any
member of the wider Group;
(d) as a result of the Offer, require Damian Aspinall or any member of the
wider Group to offer to acquire any shares or other securities (or the
equivalent) in any member of the wider Group owned by any third party or to sell
or offer to sell any shares or other securities (or the equivalent), such
acquisition or sale being material in the context of (as applicable) Damian
Aspinall or the wider Group taken as a whole;
(e) result in a material delay in the ability of Damian Aspinall, or render
Damian Aspinall unable, to acquire some or all of the Aspinalls Shares or
require or prevent or materially delay divestiture by Damian Aspinall of any
such shares or other securities of Aspinalls;
(f) result in any member of the wider Group ceasing to be able to carry on
its business under any name which it at present uses where such use is material
to the business of the wider Group taken as a whole;
(g) impose any material limitation on, or result in any material delay in, the
ability of Damian Aspinall or any member of the wider Group or to integrate or
co-ordinate its business, or any part thereof ,with the business(es) of Damian
Aspinall or any part of the wider Group in any such case being material in the
context of (as applicable) Damian Aspinall or the wider Group taken as a whole;
or
(h) otherwise materially and adversely affect the business, assets, or profits
of the wider Group, taken as a whole, to an extent that is material in the
context of the wider Group taken as a whole;
and all necessary filings having been made, all regulatory and statutory
obligations having been complied with, in each case in any relevant
jurisdiction, and all applicable waiting and other time periods during which any
relevant authority could have intervened, in respect of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Aspinalls by Damian Aspinall, having expired, lapsed or terminated;
(iii) all authorisations and determinations necessary in any jurisdiction for
or in respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Aspinalls by Damian Aspinall
having been obtained in terms and in a form reasonably satisfactory to Damian
Aspinall from all relevant authorities or (without prejudice to the generality
of the foregoing) from any persons or bodies with whom any member of the wider
Group has entered into contractual arrangements and such authorisations and
determinations together with all authorisations and determinations necessary for
any member of the wider Group to carry on its business remaining in full force
and effect at the time at which the Offer becomes or is otherwise declared
unconditional in all respects and all filings necessary for such purpose having
been made and there being no notice of any intention to revoke, suspend,
restrict, modify or not renew any of the same having been received;
(iv) save as disclosed in writing to Damian Aspinall or his advisers in
connection with the Offer prior to10 September 2003, there being no provision of
any agreement, arrangement, licence or other instrument which is material to the
Group taken as a whole to which any member of the wider Group is a party or by
or to which any member of the wider Group or any part of its assets may be
bound, entitled or subject or any circumstance that, as a result of the Offer,
the proposed acquisition by Damian Aspinall of the Aspinalls Shares or any of
them, or change in the control or management of any member of the wider Group or
otherwise, would or might reasonably be expected to result in (to an extent that
is material in the context of the wider Group taken as a whole):
(a) any moneys borrowed by, or any other indebtedness, actual or
contingent of, or grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than the
repayment date provided for in such agreement, arrangement, licence or other
instrument, or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited;
(b) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation or liability arising
or any material and adverse action being taken or arising thereunder;
(c) the assets, rights, liabilities, obligations, interests or business of
any member of the wider Group under any such agreement, arrangement, licence or
instrument or the interests or business of any such member in or with any other
person, firm, company or body (or any arrangements relating to any such
interests or business) being terminated or adversely modified or affected;
(d) any such member ceasing to be able to carry on its business under any
name which it at present uses;
(e) any assets or interests of or the use of which is enjoyed by any such
member being or failing 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
or could cease to be available to any member of the wider Group, in each case
otherwise than in the ordinary course of business and on an arm's length basis;
(f) any change in or effect on the ownership or use of any intellectual
property rights owned or used by any member of the wider Group;
(g) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any such member or any such security interest (whenever and wherever arising
or having arisen) becoming enforceable; or
(h) the value of any such member or their respective financial or trading
position being materially prejudiced or materially adversely affected; or
(i) the creation of any liability (actual or contingent) of any member of
the wider Group;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, could result in any of the events referred to
in sub-paragraphs (a) to (i) of this paragraph (iv);
(v) save as disclosed in the annual report and accounts of Aspinalls for the
year ended 31 December 2002 as announced on 30 June 2003 by Aspinalls on the
London Stock Exchange or in the unaudited interim accounts of Aspinalls for the
six months ended 30 June 2003 as announced on 10 September 2003 by Aspinalls on
the London Stock Exchange (such information being "publicly announced") or save
as disclosed in writing to Damian Aspinall or his advisers in connection with
the Offer prior to 10 September 2003, no member of the wider Group having since
31 December 2002:
(a) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or of securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities or redeemed, purchased or reduced any part of its share
capital;
(b) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution other than to Aspinalls or to
a member of the wider Group which is a wholly-owned subsidiary of Aspinalls;
(c) acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, title or interest in any asset
(including shares and trade investments) which in any such case is material in
the context of the wider Group taken as a whole or merged with any body
corporate or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition, disposal, transfer, mortgage, charge or security
interest;
(d) made or authorised or proposed or announced an intention to propose any
change in its share or loan capital;
(e) issued, authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or contingent liability which is material in the
context of the wider Group taken as a whole;
(f) purchased, redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities or reduced or made any
other change to any part of its share capital to an extent which (other than in
the case of Aspinalls) is material in the context of the Group taken as a whole;
(g) entered into any reconstruction, amalgamation, commitment or other
transaction or arrangement which is material in the context of the wider Group
taken as a whole;
(h) entered into or varied any contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a loss making,
long-term, onerous or unusual nature or magnitude or which involves or is likely
to involve an obligation of a nature or magnitude which is material in the
context of the wider Group taken as a whole save in the ordinary course of
business;
(i) entered into any contract, transaction or arrangement which would be
materially restrictive on the business of any member of the wider Group;
(j) waived or compromised any claim otherwise than in the ordinary course of
business which is material in the context of the wider Group taken as a whole;
(k) entered into or varied the terms of or terminated any service agreement with
any of the Aspinalls Directors in any material respect;
(l) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any material part of its assets or revenues or any
analogous proceedings in any jurisdiction or for the appointment of any
analogous person in any jurisdiction;
(m) other than in the ordinary course of business, taken any action to commence
or institute any legal proceedings or to settle, compromise or discontinue any
legal proceedings which have already been commenced or suffered any claims or
had any legal proceedings instituted against it or admitted any liability in any
such claim or proceedings, failed to take action to refute or defend any such
claim or proceedings or taken any action to settle or compromise any such claim
or proceedings which in any such case is material in the context of the wider
Group taken as a whole;
(n) made any amendment to its memorandum or articles of association;
(o) been unable or admitted 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;
(p) 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 are calculated or determined, or
to the basis upon which the liabilities (including pensions) 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 would be material in the
context of the wider Group taken as a whole; or
(vi) save as publicly announced or as disclosed in writing to Damian Aspinall
or his advisers in connection with the Offer prior to 10 September 2003 or as
disclosed in the annual report and accounts for Aspinalls for the year ended 31
December 2002, since 31 December 2002:
(a) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits of Aspinalls or any other
member of the wider Group that is material in the context of the wider Group
taken as a whole;
(b) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been announced, instituted or threatened in writing by or
against or remaining outstanding against any member of the wider Group or to
which any member of the wider Group is or is likely to become a party (whether
as plaintiff, defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any relevant authority against or in respect of any
member of the wider Group having been threatened in writing, announced or
instituted or remaining outstanding by, against or in respect of any member of
the wider Group and which in any such case might be likely to adversely affect
any member of the wider Group to an extent that is material in the context of
the wider Group taken as a whole;
(c) no contingent or other liability of any member of the wider Group having
arisen or become apparent that might be likely adversely to affect any member of
the wider Group that is material in the context of the wider Group taken as a
whole; and
(d) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or material modification of any material licence,
authorisations and/or approvals held by any member of the wider Group;
(vii) save as fairly disclosed in writing to Damian Aspinall or his advisers
in connection with the Offer prior to 10 September 2003, Damian Aspinall not
having discovered that any financial, business or other information concerning
Aspinalls or the wider Group that has been publicly disclosed at any time by or
on behalf of any member of the wider Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which was not corrected by
subsequent public announcement made on the London Stock Exchange on or before 10
September 2003 and which in any such case is material in the context of the
wider Group taken as a whole or any fact or circumstance which materially and
adversely affects the import of any information material to the Offer in the
context of the wider Group taken as a whole disclosed at any time by or on
behalf of any member of the wider Group to Damian Aspinall.
For the purposes of these conditions:
(a) "relevant authority" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigatory body, court, trade agency, professional association or institution
or environmental body or any other body or person in any jurisdiction;
(b) a relevant authority shall be regarded as having "intervened" if it has
instituted, implemented, or threatened or communicated its intention to take or
make any action, proceedings, suit, investigation or inquiry or reference, or
made, enacted or proposed any statute, regulation, decision or order, or taken
any measures or other steps and "intervene" shall be construed accordingly;
(c) "authorisations" means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals; and
(d) "the wider Group" means Aspinalls and its subsidiary undertakings,
associated undertakings and any other undertakings in which Aspinalls and such
undertakings (aggregating their interests) have a substantial interest and, for
these purposes, "subsidiary undertaking", "associated undertaking" and "
undertaking" have the meanings given by the Act (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A to the Act) and "substantial interest" means a
direct or indirect interest in 20 per cent. or more of the equity capital of an
undertaking.
Damian Aspinall reserves the right to waive all or any of the above conditions,
in whole or in part except condition (i). The Offer will lapse unless all the
above conditions have been fulfilled or (if capable of waiver) waived, or, where
appropriate, have been determined by Damian Aspinall in his reasonable opinion
to be or remain satisfied, by 3.00p.m.on the day which is 21 days after the
later of the first closing date of the Offer and the date on which the Offer
becomes or is declared unconditional as to acceptances, or such later date as
Damian Aspinall may, with the consent of the Panel, decide, provided that Damian
Aspinall shall be under no obligation to waive or treat as fulfilled any of
conditions (ii) to (vii) inclusive by a date earlier than the latest date
specified or referred to above for the fulfilment 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.
If the Offer lapses it shall thereupon cease to be capable of further acceptance
and Aspinalls Shareholders and Damian Aspinall shall cease to be bound by
acceptances delivered on or before the date on which the Offer so lapses.
If Damian Aspinall is required by the Panel to make an offer for Aspinalls
Shares under the provision of Rule 9 of the City Code, Damian Aspinall may make
such alterations to the conditions of the Offer (including condition (i)) as are
necessary to comply with the provisions of that Rule and any other requirements
of the City Code.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"AIM" the Alternative Investment Market of
the London Stock Exchange
"Aspinalls Board" the board of directors of Aspinalls
"Aspinalls Directors" the directors of Aspinalls for the
time being
"Aspinalls Option Holders" holders of Options
"Aspinall(s) Shares" the existing issued ordinary shares of
15p each in the capital of Aspinalls
and any further such shares which
are unconditionally allotted or issued
(including pursuant to the exercise of
options granted under the Aspinalls
Share Option Schemes)
"Aspinall(s) Shareholders" holders of Aspinalls Shares
"Aspinalls Warrant Holders" holders of Warrants
"Closing Price" the closing middle market quotation of
an Aspinalls Share as derived from the
AIM Appendix to the London
Stock Exchange Daily Official List
"Code" or "City Code" the City Code on Takeovers and Mergers
"Company" or "Aspinalls" Aspinalls Online plc
"Concert Party" the concert party formed on the
acquisition by the Company of GVI
"Damian Aspinall" or "Offeror" Damian Aspinall
"Daniel Stewart" Daniel Stewart & Company Plc
"Form of Acceptance" the form of acceptance applicable to
the Offer
"FSRs" further subscription rights to
subscribe for Aspinalls Shares at 15p
per share at any time before 30
November 2007
"Golden Palace" Golden Palace Limited
"Group" Aspinalls and its subsidiaries
"GVI" Gaming Ventures International Limited,
a wholly owned subsidiary of Aspinalls
"London Stock Exchange" London Stock Exchange plc
"Non Executive Directors" Daniel Taylor and Bobby Garg
"Offer" or "Cash Offer" the offer by Damian Aspinall to
acquire the Aspinalls Shares (other
than those already owned or controlled
by him) on the terms and subject to
the conditions set out in this
document and the Form of Acceptance
"Offer Period" the period beginning on and including
10 September 2003 (being the date on
which the Offer was announced and
ending on the latest of: (i) 3.00 p.m.
on 1 October 2003, (ii) the time and
date on which the Offer becomes or is
declared unconditional as to
acceptances, and (iii) the time and
date on which the Offer lapses
"Offer Price" 0.17 pence per Aspinalls Share
"Options" options to subscribe for Aspinalls
Shares granted to directors and
employees of the Group
"Overseas Shareholders" Aspinalls Shareholders who are
resident in, or nationals or citizens
of, jurisdictions outside the UK or who
are nominees of, or custodians,
trustees or guardians for, citizens,
residents or nationals of such other
jurisdiction
"Panel" the Panel on Takeovers and Mergers
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US Person" a US Person as defined in Regulation S
under the United States Securities Act
1933, as amended
"Warrants" warrants to subscribe for Aspinalls
Shares at 15p per share at any time
before 30 November 2007
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBURVKROORKARR