RNS No 2765r
INSPEC GROUP PLC
5th August 1998
LAPORTE PLC
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RECOMMENDED CASH OFFER FOR INSPEC GROUP PLC
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Appendix I
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Conditions and certain further terms of the Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN
PART FIVE OF SIX
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The Offer, which will be made by Lazard Brothers on behalf of
Laporte, will comply with the Code and the Listing Rules and will
be subject to the conditions set out below.
Part A: Conditions of the Offer
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the
first closing date of the Offer (or such later time(s)
and/or date(s) as Laporte may, with the consent of the
Panel or in accordance with the Code, decide) in respect
of not less than 90 per cent. (or such lower percentage
as Laporte may decide) in nominal value of the Inspec
Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Laporte and/or
any of its wholly-owned subsidiaries shall have acquired
or agreed to acquire, whether pursuant to the Offer or
otherwise, shares in Inspec carrying in aggregate more
than 50 per cent. of the voting rights then normally
exercisable at general meetings of Inspec. For the
purposes of this condition:
(i) shares which have been unconditionally
allotted shall be deemed to carry the voting
rights they will carry on being entered in the
register of members of Inspec; and
(ii) the expression 'Inspec Shares to which the
Offer relates' shall be construed in
accordance with sections 428 to 430F of the
Companies Act 1985, as amended;
(b) the Office of Fair Trading in the United Kingdom
indicating, in terms reasonably satisfactory to Laporte,
that it is not the intention of the Secretary of State
for Trade and Industry to refer the proposed acquisition
of Inspec by Laporte or any matter arising therefrom or
related thereto, to the Monopolies and Mergers
Commission;
(c) all filings having been made and all or any appropriate
waiting periods under the United States Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and the
regulations thereunder having expired, lapsed or been
terminated as appropriate in each case in respect of the
Offer and the proposed acquisition of any Inspec Shares
or control of Inspec by Laporte;
(d) the passing at an Extraordinary General Meeting (or at
any adjournment thereof) of Laporte of such resolution
or resolutions as are necessary to approve, implement
and effect the Offer and the acquisition of any Inspec
Shares;
(e) there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member
of the wider Inspec Group is a party or by or to which
any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Offer
or the proposed acquisition of any shares or other
securities in Inspec or because of a change in the
control or management of Inspec or otherwise, could or
might result in:
(i) 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
its stated maturity date or repayment date or
the ability of any such member to borrow
monies or incur any indebtedness being
withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence,
permit or instrument or the rights,
liabilities, obligations or interests of any
such member thereunder being terminated or
modified or affected or any obligation or
liability arising or any action being taken
thereunder;
(iii) any assets or interests of any such member
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;
(iv) the creation or enforcement of any mortgage,
charge or other security interest over the
whole or any part of the business, property or
assets of any such member;
(v) the rights, liabilities, obligations or
interests of any such member in, or the
business of any such member with, any person,
firm or body (or any arrangement or
arrangements relating to any such interest or
business) being terminated, adversely modified
or affected;
(vi) the value of any such member or its financial
or trading position or prospects being
prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on
business under any name under which it
presently does so;
(viii) the creation of any liability, actual or
contingent, by any such member,
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 Inspec 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 or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this
paragraph (e);
(f) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association,
institution or any other body or person whatsoever in
any jurisdiction (each a 'Third Party') having decided
to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference;
or enacted, made or proposed any statute, regulation,
decision or order; or having taken any other steps
which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or
alter the terms envisaged for any proposed
divestiture by any member of the wider Laporte
Group or any member of the wider Inspec Group
of all or any portion of their respective
businesses, assets or properties or impose
any limitation on the ability of any of them to
conduct their respective businesses (or any of them)
or to own any of their respective assets or
properties or any part thereof which, in any
such case, is material in the context of the
Laporte Group or the Inspec Group in either
case taken as a whole;
(ii) require, prevent or delay the divestiture by
any member of the wider Laporte Group of any
shares or other securities in Inspec;
(iii) impose any limitation on, or result in a delay
in, the ability of any member of the wider
Laporte Group directly or indirectly to
acquire or to hold or to exercise effectively
any rights of ownership in respect of shares
or loans or securities convertible into shares
or any other securities (or the equivalent) in
any member of the wider Inspec Group or the
wider Laporte Group or to exercise management
control over any such member;
(iv) otherwise adversely affect the business,
assets, profits or prospects of any member of
the wider Laporte Group or of any member of
the wider Inspec Group or result in any member
of the wider Inspec Group ceasing to be able
to carry on business under any name under
which it presently does so which, in any such
case, is material in the context of the
Laporte Group or the Inspec Group in either
case taken as a whole;
(v) make the Offer or its implementation or the
acquisition or proposed acquisition by Laporte
or any member of the wider Laporte group of
any shares or other securities in, or control
of Inspec void, illegal, and/or unenforceable
under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain,
materially restrict, prohibit, materially
delay or materially interfere with the same,
or impose additional conditions or obligations
with respect thereto, or otherwise challenge
or interfere therewith;
(vi) require any member of the wider Laporte Group
or the wider Inspec Group to offer to acquire
any shares or other securities or interest in
any member of the wider Inspec Group or the
wider Laporte Group owned by any third party;
or
(vii) impose any limitation on the ability of any
member of the wider Inspec Group to co-
ordinate its business, or any part of it, with
the businesses of any other members;
and all applicable waiting and other time periods during
which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation,
enquiry or reference or any other step under the laws of
any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Inspec Shares
having expired, lapsed or been terminated;
(g) all necessary filings or applications having been made
in connection with the Offer and all statutory or
regulatory obligations in any jurisdiction having been
complied with in connection with the Offer or the
acquisition by any member of the wider Laporte Group of
any shares or other securities in, or control of, Inspec
and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances,
permissions and approvals necessary or appropriate for
or in respect of the Offer including without limitation,
its implementation and financing or the proposed
acquisition of any shares or other securities in, or
control of, Inspec by any member of the wider Laporte
Group having been obtained in terms and in a form
reasonably satisfactory to Laporte from all
appropriate Third Parties or persons with whom any
member of the wider Inspec Group has entered into
contractual arrangements and all such authorisations,
orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals
together with all material authorisations orders,
recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of
the wider Inspec Group remaining in full force and
effect and there being no notice or intimation of any
intention to revoke or not to renew any of the same at
the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory
obligations applicable to the wider Inspec Group in any
jurisdiction having been complied with;
(h) except as publicly announced by Inspec or as disclosed
by Inspec in writing to Laporte in each case prior to
5th August, 1998, no member of the wider Inspec Group
having, since 31st December, 1997:
(i) save as between Inspec and wholly-owned
subsidiaries of Inspec or for Inspec Shares
issued pursuant to the exercise of options or
other rights granted, or conversion of
convertible loan stock issued, under the
Inspec Share Schemes, issued, authorised or
proposed the issue of additional shares of any
class;
(ii) save as between Inspec and wholly-owned
subsidiaries of Inspec or for the grant of
options under the Inspec Share Schemes, issued
or agreed to issue, authorised or proposed the
issue of securities convertible into shares of
any class or rights, warrants or options to
subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of the Inspec
Group, recommended, declared, paid or made or
proposed to recommend, declare, pay or make
any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iv) save for intra-Inspec Group transactions,
merged or demerged with any body corporate or
acquired or disposed of or transferred,
mortgaged or charged or created any security
interest over any assets or any right, title
or interest in any asset (including shares and
trade investments) or authorised or proposed
or announced any intention to propose any
merger, demerger, acquisition or disposal,
transfer, mortgage, charge or security
interest in each case, other than in the
ordinary course of business which in any such
case is material to the wider Inspec Group
taken as a whole;
(v) save for intra-Inspec Group transactions, made
or authorised or proposed or announced an
intention to propose any change in its loan
capital;
(vi) issued, authorised or proposed the issue of
any debentures or (save for intra-Inspec Group
transactions) incurred or increased any
indebtedness or become subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of
its own shares or other securities or reduced
or made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or
announced its intention to implement, any
reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement
otherwise than in the ordinary course of
business which in any such case is material to
the wider Inspec Group taken as a whole or
entered into or changed the terms of any contract
with any director or senior executive;
(ix) entered into or varied or authorised, proposed
or announced its intention to enter into or
vary any contract, transaction or commitment
(whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or
unusual nature or magnitude or which involves
or could involve an obligation of such a
nature or magnitude or which is or could be
materially restrictive to the businesses of
any member of the wider Inspec Group or which
is other than in the ordinary course of
business;
(x) (other than in respect of a member which is
dormant and was solvent at the relevant time)
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, administrative receiver,
administrator, trustee or similar officer of
all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or
had any such person appointed;
(xi) entered into any contract, transaction or
arrangement which would be restrictive on the
business of any member of the wider Inspec
Group or the wider Laporte Group which in any
such case is material to the wider Inspec
Group taken as a whole or the wider Laporte
Group taken as a whole as the case may be;
(xii) waived or compromised any material claim; or
(xiii) entered into any contract, commitment,
arrangement or agreement otherwise than in the
ordinary course of business or passed any
resolution or made any Offer (which remains
open for acceptance) with respect to or
announced any intention to, or to propose to,
effect any of the transactions, matters or
events referred to in this condition
and, for the purposes of paragraphs (iii),(iv), (v) and
(vi) of this condition, the term 'Inspec Group' shall
mean Inspec and its wholly-owned subsidiaries;
(i) since 31st December, 1997 and save as disclosed in the
accounts for the year then ended and save as publicly
announced in accordance with the Listing Rules by Inspec
or otherwise disclosed by Inspec to Laporte in writing
in each case prior to 5th August, 1998:
(i) no material, adverse change or deterioration
having occurred in the business, assets,
financial or trading position or profits or
prospects of any member of the wider Inspec
Group;
(ii) no litigation, arbitration proceedings,
prosecution or other legal proceedings to
which any member of the wider Inspec Group is
or may become a party (whether as a plaintiff,
defendant or otherwise) and no investigation
by any Third Party against or in respect of
any member of the wider Inspec Group having
been instituted, threatened or announced by or
remaining outstanding against or in respect of
any member of the wider Inspec Group which in
any such case might reasonably be expected to
affect adversely, to any material extent, any
member of the wider Inspec Group;
(iii) no contingent or other liability having arisen
or become apparent to Laporte which would be
likely adversely to affect, to any material
extent, any member of the wider Inspec Group; and
(iv) no steps having been taken which are likely to
result in the withdrawal, cancellation,
termination or material modification of any
licence held by any member of the wider Inspec
Group which is necessary for the proper
carrying on of its business;
(j) Laporte not having discovered:
(i) that any financial, business or other
information concerning the wider Inspec Group
as contained in the information disclosed at
any time by or on behalf of any member of the
wider Inspec Group is materially misleading,
contains a material misrepresentation of fact
or omits to state a fact necessary to make
that information not misleading;
(ii) that any member of the wider Inspec Group is
subject to any liability (contingent or
otherwise) which is not disclosed in the
annual report and accounts of Inspec for the
year ended 31st December, 1997 which is
material to the wider Inspec Group taken as a
whole; or
(iii) any information which materially affects the
import of any information disclosed at any
time by or on behalf of any member of the
wider Inspec Group;
(k) Laporte not having discovered that:
(i) any past or present member of the wider Inspec
Group has failed to comply in any material
extent with any and/or all applicable
legislation or regulation of any jurisdiction
with regard to the disposal, spillage,
release, discharge, leak or emission of any
waste or hazardous substance or any substance
likely to impair the environment or harm human
health or animal health or otherwise relating
to environmental matters, or that there has
otherwise been any such disposal, spillage,
release, discharge, leak or emission (whether
or not the same constituted a non-compliance
by any person with any such legislation or
regulations, and wherever the same may have
taken place) any of which disposal, spillage,
release, discharge, leak or emission would be
likely to give rise to any liability (actual
or contingent) on the part of any member of
the wider Inspec Group which in any such case
is material to the wider Inspec Group taken as
a whole; or
(ii) there is, or is likely to be, for that or any
other reason whatsoever, any liability (actual
or contingent) of any past or present member
of the wider Inspec Group to make good,
repair, reinstate or clean up any property or
any controlled waters now or previously owned,
occupied, operated or made use of or
controlled by any such past or present member
of the wider Inspec Group, under any
environmental legislation, regulation, notice,
circular or order of any government,
governmental, quasi-governmental, state or
local government, supranational, statutory or
other regulatory body, agency, court,
association or any other person or body in any
jurisdiction which in any such case is
material to the wider Inspec Group taken as a
whole.
For the purposes of these conditions the 'wider Inspec Group'
means Inspec and its subsidiary undertakings, associated
undertakings and any other undertaking in which Inspec and/or such
undertakings (aggregating their interests) have a significant
interest and the 'wider Laporte Group' means Laporte and its
subsidiary undertakings, associated undertakings and any other
undertaking in which Laporte and/or such undertakings (aggregating
their interests) have a significant interest and for these
purposes 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act 1985,
other than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose, and 'significant interest'
means a direct or indirect interest in ten per cent. or more of
the equity share capital (as defined in that Act).
Laporte reserves the right to waive, in whole or in part, all or
any of the above conditions, except conditions (a) and (d).
The Offer will lapse unless the conditions set out above other
than condition (a) above are fulfilled or, if capable of waiver,
waived by midnight on the 21st day after the date on which
condition (a) is fulfilled (or in each case such later time(s)
and/or date(s) as the Panel may agree). Laporte shall be under no
obligation to waive or treat as satisfied any of the conditions
(b),(c) and (e) to (k) (inclusive) by a date earlier than the
latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If the Laporte is required by the Panel to make an offer for
Inspec Shares under the provisions of Rule 9 of the Code, the
Laporte may make such alterations to any of the above conditions,
as are necessary to comply with the provisions of that Rule.
The Offer will lapse if the acquisition of Inspec is referred to
the Monopolies and Mergers Commission before 3.00 p.m. on the
first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever
is the later.
Part B: Certain further terms of the Offer
The Offer will not be made, directly or indirectly, in or into, or
by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex or
telephone) of interstate or foreign commerce of, or of any
facility of a national securities exchange of, the United States
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United
States, Canada, Japan or Australia. Accordingly, except as
required by applicable law, copies of this announcement and any
other documents related to the Offer are not being, and must not
be, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Japan or Australia and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions.
The Loan Notes to be issued pursuant to the Offer have not been
and will not be registered under the United States Securities Act
of 1933 (as amended) nor under any of the relevant securities laws
of Canada, Australia or Japan. Accordingly, save where exemptions
are applicable, the Loan Notes may not be offered, sold or
delivered, directly or indirectly, in the United States, Canada,
Australia or Japan or to a US person.
END
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