Offer Update
December 07 2001 - 7:25AM
UK Regulatory
RNS Number:3574O
Full Circle Investments PLC
7 December 2001
PART 2
APPENDIX II - SUMMARY TERMS OF THE EURO LOAN NOTES
The Euro Loan Notes will be created by a resolution of the Full Circle Board
and will be constituted by a loan note instrument ("the Instrument") executed
by Full Circle. The issue of the Euro Loan Notes will be conditional on the
Offer becoming or being declared unconditional in all respects. Elections for
Euro Loan Notes in respect of the maximum cash consideration receivable under
the Offer would involve the issue of a maximum principal amount of
approximately EUR 11.3 million of Euro Loan Notes based on the exchange rate
of EUR 1:62.7p (being the rate prevailing on 5 December 2001, the latest
practicable date prior to this announcement). The Instrument will contain
provisions, inter alia, to the effect set out below.
Form and status
(1) The Euro Loan Notes will be issued by Full Circle in amounts
and integral multiples of EUR 1 and will constitute unsecured
obligations of Full Circle. Fractional entitlements will be rounded
down. The Instrument will not restrict the Company from issuing any
other notes, debentures or loan stock or other similar instruments or
incurring any other indebtedness on any terms and conditions (whether
ranking before the Euro Loan Notes or not), or from disposing or
dealing with any of the assets of the Company.
Interest
(2) No interest will be payable on the Euro Loan Notes.
Redemption, purchase and repayment.
(3) Full Circle shall be entitled, at any time, and from time to
time to repay any of the Euro Loan Notes or part thereof upon giving
to the Noteholders not less than 30 days' prior notice in writing of
the proposed repayment.
(4) Although the Euro Loan Notes will not carry any interest they
will attract a redemption premium of 4% to the extent that they are
repaid on or before the first anniversary of the date of the Euro Loan
Notes and a redemption premium of 8% to the extent that they are
repaid thereafter.
(5) Full Circle may, at any time, by giving to the Noteholders not
less than 30 days' prior notice in writing, redeem all (or some only)
of the outstanding Euro Loan Notes at par together with any redemption
premium set out above.
(6) A Noteholder shall be entitled to call for immediate repayment
of any of his Euro Loan Notes at par together with any redemption
premium set out above, if any events of default set out in the
Instrument occur, inter alia, if an order is made or an effective
resolution is passed for the winding up of Full Circle (other than by
its members' voluntarily for the purpose of an amalgamation or
reconstruction whereunder a successor company undertakes to perform
the obligations of Full Circle under the Instrument on terms and in
circumstances as previously approved by an Extraordinary Resolution
(as defined in the Instrument) of the Noteholders).
(7) Any Euro Loan Notes not previously so redeemed will be
redeemed in full at par together with the redemption premium set out
above on a date which is 24 months from the date of issue.
(8) Any Euro Loan Notes repaid by the Company shall be cancelled
and will not in any circumstances be available for reissue.
Modification of rights, transfer and listing
(9) The provisions of the Instrument and the rights of the
Noteholders may be modified or abrogated by Full Circle with the
sanction of an Extraordinary Resolution of the Noteholders.
(10) No application has been made or is intended to be made to any
stock exchange for the Euro Loan Notes to be listed or dealt in, nor
can any such application be made under the terms of the Instrument.
(11) The Euro Loan Notes shall not be transferable or assignable
by the Noteholders. The Company shall not be entitled, without the
prior written consent of an Extraordinary Resolution of the
Noteholders, to transfer the burden or benefit of the Euro Loan Notes.
Security
(12) The Euro Loan Notes will not be secured or guaranteed in any
way by Full Circle.
Meetings of Noteholders
(13) The Instrument sets out provisions for the conduct of
meetings of Noteholders including the passing of resolutions in
writing by and on behalf of holders of 90% of the principal amount
outstanding in respect of the Euro Loan Notes.
(14) Extraordinary Resolutions may be passed on a show of hands by
75% of those voting or on a poll by 75% by value of the Euro Loan
Notes held by those voting.
(15) Shareholders' attention is drawn to the intention of the
O'Dwyers and their families to take Euro Loan Notes and the likelihood
that they will hold a significant percentage of the Euro Loans Notes
in issue following the Offer.
Governing law and jurisdiction
(16) The Instrument and the rights and obligations of Full Circle
and Noteholders are governed by and construed in accordance with Irish
law and the parties submit to the exclusive jurisdiction of the Irish
courts.
Appendix III - Basis of Calculation and Sources of Information
A. Unless otherwise stated, the financial information concerning Capital Bars
has been derived from published Annual Report and Accounts of Capital Bars
and the preliminary statement of audited results of Capital Bars for the
year ended 30 September, 2001.
B. The middle market quotation for Capital Bars Ordinary Shares is derived
from the Daily Official List of the London Stock Exchange for each of the
relevant dates.
C. All references in this announcement to # or p (pence) are to Sterling
pounds and pence being the lawful currency of the United Kingdom, unless
stated otherwise.
Appendix IV - Definitions
The following definitions apply throughout this announcement, unless the
context requires otherwise:
"the 1999 Agreements"
the sale and purchase agreements dated 2 September 1999 relating to the
acquisition of certain businesses from William and Desmond O'Dwyer (and/or
companies controlled by them) and others;
"Act" the Companies Act, 1985;
"Australia" the Commonwealth of Australia, its states, territories
and possessions;
"Business Day" any day (other than a Saturday or Sunday) on which
lending banks in London or Dublin are open for
business;
"Canada" Canada its provinces and territories and all areas
subject to its jurisdiction and any political
sub-division thereof;
"Capital Bars" or "the Capital Bars plc;
Company"
"Capital Bars Group" or Capital Bars and its subsidiary undertakings and, where
"the Group" the context permits, each of them;
"Capital Bars Long Term the Long Term Incentive Plan established in 1999 and
Incentive Plan" or administered by the Board and which includes the
"LTIP" Employee Benefit Trust established in 1999;
"Capital Bars holder(s) of Capital Bars Shares;
Shareholder(s)" or
"Capital Bars
Shareholders" or
"Shareholders"
"cent" or "c" one hundreth of a euro;
"City Code" or "Code" The City Code on Takeovers and Mergers;
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Enlarged Share the 33,762,749 Capital Bars Shares in issue together
Capital" with 23,500,000 new Ordinary Shares to be issued in
connection with the 1999 Agreements but excluding new
Ordinary Shares which may be issued pursuant to
outstanding options;
"EUR" or "euro" the currency unit referred to in the second sentence of
Article 2 of Council Regulation (EC) No. 974198 of 3
May, 1998;
"Euro Loan Note the alternative under the Offer whereby eligible
Alternative" Capital Bars Shareholders who validly accept the Offer
may elect to receive Euro Loan Notes instead of all or
part of the cash consideration to which they would
otherwise have been entitled under the Offer;
"Euro Loan Notes" the Euro Loan Notes of Full Circle to be issued
pursuant to the Euro Loan Note Alternative;
"Form of Acceptance" "Form of Acceptance"
"Full Circle" Full Circle Investments plc, an Irish incorporated
public limited company wholly owned by William and
Desmond O'Dwyer;
"Independent Directors" Mr. Robert Gunlack and Mr Robert Breare, being those
non-executive directors of Capital Bars who are
independent of Full Circle;
"ING Barings" ING Barings Limited;
"Initial Closing Date" 3.00pm on 28 December, 2001 unless Full Circle, in its
discretion, shall have extended the Offer Period, in
which case the "Initial Closing Date" shall mean the
latest time and date at which the Offer Period, as so
extended, will expire, or if earlier, the time at which
the Offer becomes or is declared wholly unconditional;
"Ireland" and "Republic
of Ireland"
Ireland, excluding Northern Ireland, and the word Irish
shall be construed accordingly;
"Irish Stock Exchange" The Irish Stock Exchange Limited;
"IR# and IRp" Irish pounds and pence, respectively, being an
expression of the euro, the lawful currency of
Ireland on the basis of IR#1 = EUR 0.787564;
"Japan" Japan, its possessions and territories and all areas
subject to its jurisdiction or any political
sub-division thereof;
"London Stock Exchange" London Stock Exchange plc;
"Noteholders" holders of Euro Loan Notes to be issued pursuant to the
Euro Loan Note Alternative;
"Offer" the recommended cash offer made by Davy Corporate
Finance Limited on behalf of Full Circle to acquire the
Capital Bars Shares on the terms and conditions set out
in this announcement including, where the context
requires, any subsequent revision, variation, extension
or renewal thereof;
"Offer Document" the document, to be despatched on behalf of Full
Circle, containing and setting out the terms and
conditions of the Offer;
"Offer Period" the period commencing on 19 November, 2001 (being the
date of an announcement made on behalf of Capital Bars
that it had received an approach from certain members
of management) and ending on the earlier of (i) the
time and date on which the Offer lapses or is
withdrawn, and (ii) the Initial Closing Date;
"Official List" the Official List maintained by the UK Listing
Authority;
"Stg#" or denotes the lawful currency of the United Kingdom;
Stgp" or
"GBP"
"Stock together the Irish Stock Exchange and the London Stock Exchange;
Exchanges"
"subsidiary" shall he construed in accordance with the Act;
"subsidiary shall have the meaning given by the European Communities
undertaking" (Companies) Group Accounts Regulations 1992;
"Takeover the Panel on Takeovers and Mergers;
Panel" or
"Panel"
"UK Listing the Financial Services Authority as the competent authority for
Authority" listing in the United Kingdom;
"UK" or the United Kingdom of Great Britain and Northern Ireland;
"United
Kingdom"
"US" or the United States of America, its territories and possessions, any
"United state of the United States of America, the District of Columbia
States" and all other areas subject to the jurisdiction of the United
States of America; and
"US person" means any person who is a resident, citizen or national of the USA
(including the estate of such person) or a corporation or entity
organised under the laws of the United States or any political
subdivision thereof other than a branch or agency of a bank or
insurance company organised and regulated under US law that is
operating outside the United States for valid business reasons as
a locally regulated branch or agency engaged in the banking or
insurance business and not principally for the purpose of
investing in securities not registered under the US Securities Act
of 1934.
Notes:
All references to legislation in this announcement are to the laws of the
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
consolidation, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine shall include the feminine or neutral gender.
7 December, 2001
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