RNS No 4631q
BARRASFORD HOLDINGS PLC
10th August 1998
The issuer has made the following alteration to the Barrasford Holdings Plc
"Rec.Offer by Gander Holdings" announcement released at 17.10 today.
The third line of the seventh paragraph should read "...in Kensington and
Chelsea..." and not "...in the Kensington and Chelsea..." as stated.
All other text remains unchanged.
Gander Holdings PLC
Merger with Barrasford Holdings PLC
* Gander Holdings PLC ("Gander") announces a recommended offer to be made
for the entire issued and to be issued share capital of Barrasford
Holdings PLC ("Barrasford")
* The Offer is on the basis of 4 Gander shares for every 5 Barrasford shares
* The Offer values the fully diluted share capital of Barrasford at
approximately #24.4 million
* The Offer extends to the holders of Barrasford warrants, representing
approximately 10 per cent. of the fully diluted share capital of Barrasford
* Issue of total 240.6 million new Gander shares to Barrasford
shareholders and warrant holders, representing 43.9 per cent. of fully
diluted enlarged share capital
Commenting on the Merger Oliver Vaughan, Chief Executive of Gander and
Barrasford, said today:
"I am pleased to announce the terms of a recommended offer for Barrasford.
The merger will provide the enlarged group with critical mass in its core
residential lettings market in Kensington and Chelsea and a sound
platform for continued growth".
Enquiries:
Gander Holdings PLC Oliver Vaughan 0171 937 4445
Chief Executive
HSBC Investment Bank plc Jonathan Gray 0171 336 9000
Steven Cooklin
Charles Stanley & Co Limited Robin Dunham 0171 739 8200
College Hill Kate Pope 0171 457 2020
HSBC Investment Bank, which is regulated by The Securities and Futures
Authority Limited, is acting for Gander Holdings PLC and no one else in
connection with the Offer and, accordingly, is not acting for a recipient of
this document and will not be responsible to anyone other than Gander
Holdings PLC for providing the protections afforded to customers of HSBC
Investment Bank nor for providing advice in relation to the Offer.
Charles Stanley & Co. Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Barrasford Holdings PLC and no one
else in connection with the Offer and, accordingly, is not acting for a
recipient of this document and will not be responsible to anyone other than
Barrasford Holdings PLC for providing the protections afforded to customers
of Charles Stanley & Co. Limited nor for providing advice in relation to the
Offer.
10 August 1998
Gander Holdings PLC
Merger with Barrasford Holdings PLC
1. Introduction
Today Gander Holdings PLC ("Gander") and Barrasford Holdings PLC
("Barrasford") announced the terms of a recommended offer to be made by HSBC
Investment Bank on behalf of Gander to acquire the whole of the issued and to
be issued share capital of Barrasford ("Offer"). The Offer extends to the
holders of Barrasford warrants ("Barrasford warrant holders") who wish to
convert their Barrasford warrants into Barrasford shares while the Offer
remains open for acceptance. The consideration, which is entirely in the form
of Gander shares, values the fully diluted share capital of Barrasford at
approximately #24.4 million. The consideration values the existing issued
share capital of Barrasford at approximately #22.2 million and the existing
Barrasford warrants (representing 10 per cent. of the fully diluted share
capital of Barrasford) at approximately #2.2 million, based on the closing
price of a Gander Share of 10.25 pence on 7 August 1998. Assuming full
acceptance, the Offer will result in the issue of up to 240,635,734 million
new Gander shares, to Barrasford shareholders and Barrasford warrant holders,
representing 43.9 per cent. of the enlarged group's fully diluted share
capital.
Gander also announced on 7 August 1998 that the Gander group purchased the
freehold interest in Courtfield Gardens from Gladheath Limited for #9.25
million ("Courtfield Gardens Acquisition"). Further details of the Courtfield
Gardens Acquisition are set out below.
Due to the size of the merger relative to Gander and the fact that the merger
is a related party transaction as defined by the Listing Rules (as the
directors of Gander are also directors of Barrasford and shareholders of
Barrasford), the merger requires Gander shareholders' approval. The
Courtfield Gardens Acquisition was also a related party transaction but due
to its size relative to Gander, the transaction did not require shareholder
approval. Further details of this transaction, including the related party
aspects, are set out below.
As the merger is a related party transaction, as defined by the Listing
Rules, the Gander directors have agreed to abstain in respect of their
shareholdings in Gander, and have undertaken to take all reasonable steps to
ensure that all or any of their associates will abstain, from voting on all
resolutions proposed at the Extraordinary General Meeting relating to the
approval of the Offer and their ability to accept the Offer in regard to
their shareholdings and warrant holdings in Barrasford. The beneficial
holdings of the Gander directors and Christopher James, the proposed
Operations Director of Gander, ("Proposed Director") in Barrasford shares and
Barrasford warrants is 51,322,219 shares (representing approximately 19 per
cent. of Barrasford's issued share capital) and 20,800,000 warrants
(representing approximately 69 per cent. of the Barrasford warrants).
Save as disclosed in the previous paragraph neither Gander nor the directors
of Gander nor the Proposed Director, nor anyone acting in concert with them,
holds any shares in the capital of Barrasford or Barrasford warrants or
options to purchase or subscribe for Barrasford shares or Barrasford
warrants.
The principal conditions of the Offer are : valid acceptances having been
received (and not withdrawn) by 3.00 p.m. on 7 September 1998 (or such later
date and time as Gander may decide) in respect of not less than 90 per cent.
of the Barrasford shares (or such lower percentage as Gander may decide);
admission of the new Gander shares to the Official List having taken place;
the resolutions to be proposed at an Extraordinary General Meeting of Gander
on 3 September 1998 and a meeting of the Barrasford warrant holders on the
same date having been duly passed; and there having been no material adverse
change since 31 December 1997 in the business, assets, financial or trading
position or profits or prospects of the Barrasford group.
Further information in respect of the Offer and information relating to
Barrasford and Courtfield Gardens is set out below. Shareholders are today
being sent a circular containing the notice of the Extraordinary General
Meeting, the Listing Particulars relating to the new Gander shares to be
issued pursuant to the Offer and, for information only, a copy of the Offer
Document.
2. Background to and reasons for the Merger
In January 1994 the Gander group became a residential property investment and
development group specialising in the Kensington and Chelsea area of London.
During the last four years Gander has exhibited strong growth in its property
portfolio. Over this period, it has raised #14.7 million from Shareholders
and #18.6 million in bank borrowings to fund the development of its high
quality property portfolio which was valued at #62.6 million as at 31 January
1998. The refurbishment of the property at 7-9 Palace Gate, London W8 was
completed in March 1998 and was independently valued on 3 April 1998,
increasing the total valuation of the Gander group property portfolio to
#65.3 million.
On 14 July 1997 the board of Gander announced that it was seeking
alternatives for realising value in Gander for its shareholders. These
alternatives included seeking an offeror for Gander's entire issued share
capital. Despite a significant number of approaches, no proposals at a
satisfactory price level were forthcoming and all such discussions have now
been terminated. The directors of Gander and the Proposed Director believe
that the merger will enhance shareholder value.
The directors of Gander and the Proposed Director believe that the
combination of Gander and Barrasford will create a broader platform for
further growth of the enlarged group in its niche market. The Gander group
and the Barrasford group both operate in the same product market and
geographical area and the enlarged group should benefit from the increased
presence it will have in its core market. The directors of Gander and the
Proposed Director also believe that shareholders will benefit from increased
control over the major suppliers to the enlarged group and that they will
benefit of operating with only one set of corporate overheads.
The terms of the Offer are based on the relative prospective net asset values
of Gander and Barrasford following completion of their respective property
portfolios. The directors of Gander and the Proposed Director believe that
although Gander shareholders will suffer a short term diminution in historic
net asset value as Barrasford's major property, 35-49 Queens Gate Terrace,
will not be completed until July 1999, they stand to benefit from the
substantial income stream that this property should be able to generate.
Furthermore, they believe that the vast majority of the structural work at
Queens Gate Terrace, which typically carries the greatest risk of unforeseen
problems in any property development, has been completed.
On the Offer becoming, or being declared, unconditional, Christopher James
will be appointed as Operations Director with responsibility for integrating
the two groups and assisting the enlarged group in the maximisation of the
benefits of the merger.
3. Conflicts of interest and related parties
All of the directors of Gander and the Proposed Director have entered into a
relationship agreement with Gander to ensure that they are free of conflicts
between duties to the enlarged group and their private interests and other
duties. Following completion of the merger, it is intended that Gander will
be the only residential property company of its type which they will manage.
In addition, Oliver Vaughan, Timothy James, Adrian Graham and Brian Moritz
all resigned from the board of Property Asset Holdings PLC, a property
company quoted on AIM today.
Both the Gander group and the Barrasford group have utilised and paid fees to
businesses in which the directors of Gander, the Proposed Director and some
substantial shareholders have interests. In particular, Timothy James is a
director and significant shareholder in Farley and Co. Limited, Estate
Agents, which provides a number of property services to both groups. James
Interiors, a business which is run by the wives of Timothy James and
Christopher James, provides interior design services to both groups. Also
Paul Carter, a shareholder in both Gander and Barrasford, has a number of
businesses which provide construction related services to the Gander group
and the Barrasford group. Christopher James provides property management
services to the Gander group and the Barrasford group.
The directors of Gander and the Proposed Director believe that these services
are key to the quality and success of both the Gander and Barrasford product
and offer Gander far better value for money than it can find elsewhere on a
commercial basis.
Gander has been charged approximately #40,000 per annum for the use of office
space and services by Blackbrook Estate, of which Oliver Vaughan is the
proprietor. In line with the company's policy of minimising overheads,
Oliver Vaughan and Timothy James do not draw salaries from Gander and do not
claim any expenses. In addition, there are no company cars.
4. Courtfield Gardens Acquisition
Courtfield Gardens was made available for sale by Gladheath in May 1998. As
it was not possible for Gander itself to make an initial payment at that time
to secure the contract, Newbourne PLC, a company in which the directors of
Gander and the Proposed Director have a 12.5 per cent. shareholding, agreed
to contract with Gladheath.
On 28 May 1998 Newbourne PLC entered into a contractual arrangement with
Gladheath to purchase Courtfield Gardens for #9.25 million the initial
payment for which was the payment by Newbourne PLC of #0.925 million in cash
to Gladheath. #0.475 million was funded by the shareholders of Newbourne PLC
and #0.45 million was financed via a loan, on third party terms, from
Mountcashel PLC. On 6 August 1998, Newbourne PLC assigned this contract to
Kensington & Chelsea Limited, a wholly owned subsidiary of Gander. Under the
terms of the contract, on 7 August 1998, the Gander group paid Gladheath
#8.325 million and reimbursed Newbourne PLC #0.965 million (being the initial
sum paid plus interest since 28 May 1998 and costs, which amounted in
aggregate to #40,000) in consideration for the acquisition of Courtfield
Gardens.
Adrian Graham was a director of Newbourne PLC at the time contracts were
exchanged. Oliver Vaughan, Thomas Vaughan, Timothy James, Adrian Graham and
Christopher James have an aggregate shareholding of 12.5 per cent. in the
issued share capital of Newbourne PLC. Oliver Vaughan is a director of
Mountcashel PLC in which he has a shareholding of approximately 30 per cent.
For these reasons assignment of the contract to purchase Courtfield Gardens
was a related party transaction but due to its size relative to Gander, the
transaction did not require shareholder approval.
To facilitate the acquisition and restructure its banking facilities
generally, the Gander group has arranged a new loan facility of #31 million
with Commerzbank.
Courtfield Gardens comprises five adjoining freehold properties comprising
some 40,355 square feet. The planning officers of the Royal Borough of
Kensington and Chelsea have given planning consent for the development of the
buildings into 33 residential apartments. However, further planning consent
is being sought by Gander to alter the use of the properties to serviced
apartments and to increase the total number of apartments to 45. The
directors of Gander and the Proposed Director expect that the development of
the property will take approximately 15 months.
The directors of Gander and the Proposed Director believe that the
acquisition of Courtfield Gardens presents the enlarged group with an
exciting serviced apartment development opportunity in the group's
geographical area. It is intended that this development will be called "The
Courtfield" and marketed alongside the Gander group's existing serviced
apartment block in Lexham Gardens, "The Lexham". The Lexham was opened in
November 1997 and occupancy and income have been in line with the Gander
board's expectations.
As at 6 August 1998, Courtfield Gardens has been valued at #9.35 million on
an Open Market Valuation basis and #19 million on a completed valuation
basis.
5. Financing of the Offer
The Offer will be financed entirely by the issue of new Gander shares.
6. Information on Gander
The main activities of the Gander group comprise residential property
investment and development in London, principally in the Kensington and
Chelsea area.
For the year ended 31 January 1998, the Gander group reported turnover of
#1.19 million, profit before taxation of #0.11 million and earnings per share
of 0.04 pence. Gander's net assets as at 31 January 1998 were #44.9 million,
equivalent to a net asset value per share of 16.2 pence.
7. Information on Barrasford
Barrasford Limited was formed on 20 September 1995, with the aim of
investment in and development of residential property in the Kensington and
Chelsea area of London. Barrasford Limited did not commence trading until 28
March 1996. On 17 September 1996 Barrasford Holdings PLC was formed and on
17 October 1996 it purchased Barrasford Limited and the shares of Barrasford
Holdings PLC were introduced to AIM on 15 November 1996. Audited accounts for
Barrasford Limited were prepared for the period 20 September 1995 to 31
December 1996. Consolidated audited accounts for the Barrasford group,
incorporating the acquisition of Barrasford Limited from 17 October 1996,
were prepared for the period 17 September 1996 to 31 December 1997.
All of the directors of Gander are also directors and shareholders of
Barrasford.
The Barrasford group has acquired eight properties in the Kensington and
Chelsea area of London. Of this portfolio, five properties have been
refurbished and are being let to tenants. The property at Queens Gate Terrace
is currently undergoing redevelopment and it is estimated that this will be
completed by June 1999. The Barrasford group property portfolio has been
independently valued at #34.17 million, as at 6 August 1998.
Below is a summary of the Barrasford Properties.
Valuation as at
6 August 1998
Property Tenure #'000
10/11 Philbeach Gardens, London SW5 Freehold 2,350
97 Earls Court Road, London W8 Freehold 1,300
97A Earls Court Road and 150 Lexham Gardens, London W8 Freehold 2,750
Holland Place Chambers, London W8 Freehold 3,950
1-12 Nevern Mansions, 27A Nevern Square, London SW5 Freehold 4,500
Furse House, 35-49 Queens Gate Terrace, London SW7 Freehold 18,750*
20 Petersham Place, London SW7 Freehold 550
Parking Space No 10, 10 Palace Gate, London W8 Long leasehold 20
-----
34,170
---
*The fully developed value, assuming full completion and full letting, of
Queens Gate Terrace has been estimated at #32.75 million. #32.75 million does
not represent the Open Market Value of the freehold interest as at 6 August
1998, which is stated above to be #18.75 million.
At 31 December 1997, the Barrasford property portfolio was valued at #26.92
million. The valuation of the Barrasford property portfolio at 6 August 1998
was #34.17 million. The increase of #7.25 million is due to the completion
and letting of Holland Place Chambers at the end of May 1998, the increase in
Open Market Value of Nevern mansions and the continued development of 35-49
Queens Gate Terrace and 20 Petersham Place.
The Barrasford group reported a loss of #0.1 million after taxation for the
15 month period from 17 September 1996 to 31 December 1997. The Barrasford
group's net assets at 31 December 1997 were #19.7 million.
8. The Offer
The Offer is being made on the following basis:
for every 5 Barrasford shares 4 new Gander shares
and so in proportion for any other number of Barrasford shares held.
Fractions of new Gander shares which would otherwise fall to be issued to
Barrasford shareholders will not be allotted. Fractions will be satisfied by
rounding down to the nearest new Gander share.
The Offer extends to any Barrasford shares unconditionally allotted following
an exercise of the subscription rights attached to the Barrasford warrants
whilst the Offer remains open for acceptance and the subscription rights
continue to be exercisable. If the subscription rights attached to all the
Barrasford warrants were exercised (resulting in the payment by Barrasford
warrant holders of 1 pence per Barrasford warrant), the Barrasford shares
issued on such exercise would represent 10 per cent. of the fully diluted
share capital of Barrasford. This would result in a cash inflow to Barrasford
of #301,000.
The principal conditions of the Offer are set out in paragraph 1 above.
Under a proposal to Barrasford warrant holders, which requires approval at a
meeting of Barrasford warrant holders, it is proposed that if the Offer
becomes or is declared unconditional in all respects the subscription rights
(which are currently exercisable at any time) will cease to be exercisable on
the expiry of the period of 21 days thereafter when any outstanding
Barrasford warrants will be cancelled (the "warrant proposal"). Under the
warrant proposal, Barrasford warrant holders who do not exercise their
subscription rights prior to the expiry of such period will receive new
Gander shares in consideration of the cancellation of their Barrasford
warrants on a basis equivalent to the consideration offered under the Offer
after taking account of the subscription price of 1 pence per share which
would be payable if the subscription rights were exercised, namely 281 new
Gander shares for every 400 Barrasford warrants cancelled and so in
proportion for any other number of Barrasford warrants cancelled, fractional
entitlements to new Gander shares being rounded down to the nearest new
Gander Share.
On the basis of the closing price of a Gander Share of 10.25 pence on 7
August 1998, the Offer values each Barrasford share at 8.2 pence.
The Barrasford shares will be acquired by Gander under the Offer fully paid
and free from all liens, equities, charges, encumbrances, rights of pre-
emption and other third party rights or interests of any nature whatsoever
and together with all rights attaching thereto, including the right to
receive and retain all dividends and other distributions declared, made or
paid hereafter.
9. Enlarged group board
The current board of Gander is as follows:
Thomas Francis Vaughan - Non-executive Chairman
Oliver John Vaughan - Chief Executive
Adrian Graham - Finance Director
Timothy Michael James - Property Director
Brian Michael Moritz - Non-executive Director
If the Offer becomes, or is declared, unconditional in all respects,
Christopher Douglas James will be invited to join the board of Gander as
Operations Director. Christopher James, aged 48, is the brother of Timothy
James and is a Fellow of the Royal Institute of Chartered Surveyors (FRICS)
with an MBA from INSEAD. He trained as a surveyor with Knight Frank and
Rutley and was managing partner of their practice in Zimbabwe. He has
extensive experience in management consultancy on property matters, working
with a number of large consultancy practices. He has been involved in
managing portfolios of residential property since 1980 both in the UK and
overseas.
10. Directors' intentions
The directors of Barrasford have indicated to Charles Stanley, advisers to
Barrasford, that they intend to accept the Offer with respect to their
shareholdings in Barrasford, which total 51,322,219 Barrasford shares,
representing 19 per cent. of the existing issued share capital of Barrasford.
Additionally, they intend to vote in favour of the warrant proposal in
respect of their beneficial holdings, totalling 20,800,000 Barrasford
warrants and representing 69 per cent. of the Barrasford warrants. On a fully
diluted basis the directors of Barrasford accordingly intend to accept the
Offer in respect of a total 72,122,219 Barrasford shares (representing
approximately 24 per cent. of the fully diluted share capital of Barrasford).
11. Listing and dealings
Application has been made to the London Stock Exchange for up to 240,635,734
new Gander shares to be admitted to the Official List. It is expected that
listing will become effective and dealings in the new Gander shares will
commence on the first dealing day following the day on which the Offer
becomes or is declared unconditional in all respects (save as regards
admission of the new Gander shares to the Official List becoming effective).
Dealings on the London Stock Exchange in the Gander shares will be for normal
rolling settlement.
Temporary documents of title will not be issued pending the despatch by post
of definitive certificates. Pending the issue of definitive certificates,
transfers will be certified against the register held by MSP Secretaries
Limited.
12. Current trading and prospects
The current trading of the Gander group and the Barrasford group continues to
progress well and is in line with their respective boards' expectations. The
directors of Gander and the Proposed Director believe that the prospects for
the enlarged group are encouraging and they continue to witness strong demand
for the high quality short and long term residential lettings in which both
the Gander group and the Barrasford group specialise. Furthermore, the
directors of Gander and the Proposed Director of Gander believe that
opportunities to acquire suitable development properties continue to arise.
13. Expected Timetable of Principal Events
Latest time and date for receipt of forms of
proxy 10.00a.m. on 1 September 1998
Extraordinary General Meeting of Gander
shareholders 10.00a.m. on 3 September 1998
First closing date of the Offer 3.00p.m. on 7 September 1998
Expected commencement of dealings in new
Gander shares 8 September 1998
Expected despatch of share certificates by 22 September 1998
APPENDIX
Conditions and further terms of the Offer
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. on 7 September 1998 (or such later time(s) and/or
date(s) as Gander may, subject to the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lower percentage as Gander may
decide) in nominal value of the Barrasford shares to which the Offer relates,
provided that this condition will not be satisfied unless Gander and/or its
wholly-owned subsidiaries shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise), directly or indirectly, Barrasford
shares carrying in aggregate more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Barrasford, including for this
purpose (to the extent, if any, required by the Panel) any such voting rights
attaching to any Barrasford 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 "Barrasford shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act 1985 and includes Barrasford shares issued as a consequence of
Barrasford Warrant Holders exercising the subscription rights attached to
their Barrasford Warrants while the Offer remains open for acceptance; and
(ii) Barrasford shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they will carry upon issue;
(b) the London Stock Exchange agreeing to admit to the Official List the
new Gander shares, and (unless determined by Gander and subject to
the consent of the Panel) such admission becoming effective in
accordance with paragraph 7.1 of the Listing Rules of the London
Stock Exchange;
(c) the passing at the Extraordinary General Meeting of Gander (or at any
adjournment thereof) of all resolutions necessary to approve and
implement the Offer and the acquisition of Barrasford shares pursuant
thereto;
(d) the passing at the Warrant Holders' Meeting (or at any adjournment
thereof) of an Extraordinary Resolution to approve the warrant
proposal;
(e) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, authority, court, trade
agency, association, institution or professional or environmental
body or any other similar person or body whatsoever in any
jurisdiction including (without limitation) the Inland Revenue (each
a "third party") having decided to take, institute, implement or
having threatened any action, proceeding, suit, investigation,
enquiry or reference or made, proposed or enacted any statute,
regulation or order or required any action to be taken or information
to be provided or otherwise having done anything which would or would
be likely to:
(i) make the Offer or the warrant proposal or the implementation
of either of them, and/or the acquisition or the proposed acquisition by
Gander of any Barrasford shares, void, illegal or unenforceable, or otherwise
directly or indirectly restrain, prohibit, restrict or delay the same or
impose additional conditions or obligations with respect thereto, or
otherwise directly or indirectly challenge or interfere therewith;
(ii) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Gander group and
any company of which 20 per cent. or more of the voting capital is held by
any member of the Gander group and any partnership, joint venture, firm or
company in which any member of the Gander group is substantially interested
("Wider Gander group") or by any member of the Barrasford group and any
company of which 20 per cent. or more of the voting capital is held by any
member of the Barrasford group and any joint venture, firm or company in
which any member of the Barrasford group is substantially interested ("Wider
Barrasford group") of all or any portion of their respective businesses,
assets or property or impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them) or own their respective
assets or properties or any part thereof;
(iii) impose any material limitation on the ability of any member
of the Wider Gander group or any member of the Wider Barrasford group to
acquire, or to hold or to exercise effectively, directly or indirectly, any
rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise management control over, Barrasford or in or
over any member of the Wider Barrasford group;
(iv) require any member of the Wider Gander group or the Wider
Barrasford group to offer to acquire any shares or other securities (or the
equivalent) in any member of the Wider Barrasford group owned by a person
outside the Wider Barrasford group and the Wider Gander group, such
acquisition being material in the context of the Wider Barrasford group taken
as a whole;
(v) result in any member of the Wider Barrasford group ceasing to
be able to carry on business under any name under which it presently does so;
(vi) otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the Wider Barrasford group or
the Wider Gander group in a manner which would be material in the context of
the Wider Barrasford group or the Wider Gander group, as the case may be, in
each case taken as a whole; or
(vii) result in a delay in the ability of Gander, or render Gander
unable to acquire some or all of the Barrasford shares;
and all applicable waiting and other time periods during which any
third party could take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference under the laws of any
jurisdiction, having expired, lapsed or been terminated;
(f) all necessary filings having been made and all appropriate waiting
periods (including any extensions thereof) under any applicable
legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all statutory or regulatory obligations
in any jurisdiction having been complied with in connection with the
Offer or the warrant proposal or the acquisition by any member of the
Wider Gander group of any shares or other securities in, or control
of, Barrasford or any member of the Wider Barrasford group and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, permissions and approvals (third party
"authorisations") necessary or appropriate in any relevant
jurisdiction for or in respect of the Offer or the warrant proposal
or the proposed acquisition of any shares or other securities in, or
control of, Barrasford or any member of the Wider Barrasford group by
any member of the Wider Gander group or the issue or offering of any
Gander shares or the carrying on by any member of the Wider
Barrasford group of its business (including, for the avoidance of
doubt, any consent, waiver or ruling of the Panel in connection with
the Offer or the warrant proposal) having been obtained in terms and
in a form satisfactory to Gander from all appropriate third parties
and such third party authorisations remaining in full force and
effect and there being no intimation of any intention to revoke or
not to renew the same;
(g) there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the
Wider Barrasford group is a party or by or to which any such member
or any of its respective assets may be bound, entitled or be subject
and which, in consequence of the proposed acquisition by any member
of the Wider Gander group of some or all of the share capital of
Barrasford or other securities in Barrasford or because of a change
in the control or management of Barrasford or any member of the Wider
Barrasford group or otherwise, could or would be likely to result in:
(i) any moneys borrowed by, or any other indebtedness, actual or
contingent of, any member of the Wider Barrasford group being or becoming
capable of being declared repayable immediately or prior to their or its
stated maturity, or the ability of any such member to borrow moneys or to
incur any indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited;
(ii) 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 Barrasford group or any such
mortgage, charge or other security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise
or other instrument, or the rights, liabilities, obligations or interests of
any member of the Wider Barrasford group under any such arrangement,
agreement, licence, permit, franchise or instrument, being terminated or
materially and adversely modified or materially and adversely affected or any
action being taken or any obligation or liability arising thereunder;
(iv) any assets or interests of any member of the Wider Barrasford
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 otherwise than in the ordinary course of business;
(v) any member of the Wider Barrasford group ceasing to be able
to carry on business under any name under which it presently does so;
(vi) any interest or business of any member of the Wider
Barrasford group in or with any other person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, modified or affected; or
(vii) the financial or trading position of any member of the Wider
Barrasford group being prejudiced or adversely affected in a manner which
would be material in the context of the Wider Barrasford group taken as a
whole;
and there being no provision of any such arrangement, agreement or
other instrument which prevents or restrains the transfer of any assets or
interests of the Wider Barrasford group;
(h) since 31 December 1997, and except as disclosed in the Barrasford
annual report and accounts for the period then ended, or as otherwise
previously publicly announced by delivery of an announcement to the
Company Announcements Office of the London Stock Exchange or in this
document or in the Listing Particulars accompanying this document, no
member of the Wider Barrasford group having (save as between
Barrasford and its wholly-owned subsidiaries):
(i) issued or agreed to issue or authorised or proposed the issue
of additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities (save for the exercise of subscription rights attached
to the Barrasford warrants);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution;
(iii) made or authorised any change in its loan capital which is
material in the context of the Wider Barrasford group taken as a whole;
(iv) authorised or proposed or announced its intention to propose
any merger with or demerger or acquisition of any body corporate or disposal
of or transfer, mortgage or charge or created any security interest over any
assets or (save in the ordinary course of business) any right, title or
interest in any assets (including shares and trade investments) which is
material in the context of the Wider Barrasford group taken as a whole;
(v) issued or 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 Barrasford group taken as a whole);
(vi) purchased, redeemed or repaid any of its own shares or other
securities or reduced any part of its share capital or announced any proposal
to do any of the aforesaid;
(vii) entered into or varied or proposed or announced its intention
to enter into or vary any material (in the context of the Wider Barrasford
group taken as a whole) 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 would be materially
restrictive on the business of any member of the Wider Barrasford group or
the Wider Gander group, or which involves or could involve an obligation of
such a nature or magnitude or which could be so materially restrictive or
which is other than in the ordinary course of business;
(viii) implemented or effected any reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement otherwise than in the
ordinary course of business which is material in the context of the Wider
Barrasford group taken as a whole;
(ix) taken any corporate action or had any legal proceedings
instituted or threatened against it 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;
(x) 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 in any case which is material in
the context of the Wider Barrasford group taken as a whole;
(xi) waived or compromised any claim which is material (in the
context of the Wider Barrasford group taken as a whole);
(xii) entered into or varied or made any offer (which is still
outstanding) to enter into or vary the terms of any service agreements with
any of the directors of Barrasford or any management contract for the
provision of services; or
(xiii) entered into any agreement, commitment or arrangement or
passed any resolution or made any offer (which is still outstanding) with
respect to, or announced an intention to propose, any of the transactions,
matters or events referred to in this condition which is material in the
context of the Wider Barrasford group taken as a whole;
(i) since 31 December 1997, and except as disclosed in the Barrasford
annual report and accounts for the period then ended, or as otherwise
previously publicly announced by delivery of an announcement to the Company
Announcements Office of Gander dated 10 August 1998 of the London Stock
Exchange or in the offer document dated 10 August 1998 or in the Listing
Particulars of Gander dated 10 August 1998:
(i) there having been no material adverse change in the business,
assets, financial or trading position or profits or prospects of any member
of the Wider Barrasford group which is material in the context of the Wider
Barrasford group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Barrasford group is or may
become a party (whether as plaintiff or defendant or otherwise) which is
material and adverse (in the context of the Wider Barrasford group taken as a
whole or its assets) having been threatened, announced, or instituted by, or
remaining outstanding against or in respect of, any member of the Wider
Barrasford group; and
(iii) no contingent or other liability having arisen which would be
likely to materially (in the context of the Wider Barrasford group taken as a
whole) and adversely affect any member of the Wider Barrasford group or its
assets;
(j) Gander not having discovered:
(i) that any financial or business information disclosed to it at
any time by Barrasford is misleading, contains a material representation of
fact or omits to state a fact necessary to make information contained therein
not misleading;
(ii) any information which affects the import of any information
disclosed to it at any time by or on behalf of Barrasford; or
(iii) that any entity in which Barrasford has a significant
economic interest and which is not a subsidiary undertaking of Barrasford is
subject to any material liability, contingent or otherwise, which was not
disclosed in the annual report and accounts of Barrasford for the financial
year ended 31 December 1997.
Gander reserves the right to waive all or any of the above conditions, in
whole or in part, except conditions (a), (b), (c) and (d).Conditions (e) to
(j) (inclusive) must be fulfilled or waived by midnight, 21 days after the
later of 7 September 1998 and the date on which condition (a) is fulfilled
(or in each case such later date as the Panel may agree) failing which the
Offer will lapse. Gander is under no obligation to waive or treat as
fulfilled any of conditions (e) to (j) (inclusive) by a date earlier than the
latest date specified 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.
END
OFFGBUCPRBGRGMU
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