Eclipse Blinds PLC - Rec.Offer by Headlam Grp-Pt.2
March 16 1999 - 2:59AM
UK Regulatory
RNS No 1376d
ECLIPSE BLINDS PLC
16th March 1999
PART 2
Headlam reserves the right to waive and treat as satisfied all or any of
conditions (d) to (k) (inclusive) provided that Headlam shall be under no
obligation to waive or treat as satisfied any of conditions (d) to (k)
(inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of the
Ordinary 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 fulfillment.
If Headlam is required by the Panel to make an offer for Eclipse Shares under
the provisions of Rule 9 of the Code, Headlam may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.
The Offers will lapse if the Offers are referred to the Monopolies and Mergers
Commission before 3.00 pm on whichever is the later of the First Closing Date
and the date when the Ordinary Offer becomes or is declared unconditional as
to acceptances.
The Convertible Preference Offer is conditional upon the Ordinary Offer having
become or having been declared unconditional in all respects in accordance
with its terms.
The Ordinary Offer and the Convertible Preference Offer will lapse unless all
the conditions have been fulfilled or (if capable of waiver) waived by
midnight on whichever is the later of (l) the First Closing Date and (2) 21
days after the date on which condition (a) is fulfilled (or such later date as
Headlam, may, with the consent of the Panel decide).
APPENDIX II
Sources and Bases of Information
Unless otherwise stated, financial information concerning Headlam and Eclipse
has been derived from the relevant preliminary statement of final results for
the financial year ended 31 December 1998 and from the relevant published
annual report and accounts for the financial year ended 31 December 1997.
Appendix III
Financial Effects of Acceptance of the Ordinary Offer
The following table shows, for illustrative purposes only, and on the bases
and assumptions set out below, the financial effects of acceptance on capital
value and income for a holder of 61 Eclipse Shares, if the Ordinary Offer
becomes or is declared unconditional in all respects.
(a) Capital Value
Notes #
Market Value of 20 New Headlam Shares (i) 67.72
Market Value of 61 Eclipse Shares (i) 58.01
Increase 9.71
This represents an increase of 16.7%
(b) Income
If the Ordinary Offer becomes or is declared unconditional in all respects,
Eclipse Shareholders on the register on the dividend record date of 15 March
1999 will receive the proposed final dividend for the year ended 31 December
1998 of 2.4p (net) per Eclipse Share. Holders of New Headlam Shares will not
be entitled to the proposed final dividend for the year ended 31 December 1998
of 6.4p (net) per Headlam Share. Consequently acceptance of the Ordinary
Offer will have no income effects for holders of Eclipse Shares.
Notes
(i) The market values shown in the tables for Eclipse Shares and New Headlam
Shares are based on the closing middle market quotations, of 97.5p per
Eclipse Share (adjusted for the fact that Headlam will be acquiring the
Eclipse Shares without the right to receive the dividend of 2.4 p (net)
per Eclipse Share) and 345p per New Headlam Share (adjusted for the fact
that Eclipse Shareholders will not receive the final dividend of 6.4p
(net) per Headlam Share) at the close of business on 15 March 1999, the
last dealing day prior to the announcement of the Offers.
(ii) No account has been taken of any liability to taxation.
APPENDIX IV
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
"British Linen Bank" The British Linen Bank Limited of 4 Melville
Street, Edinburgh EH3 7NZ
"Code" the City Code on Takeovers and Mergers
"Convertible Preference the proposed recommended offer to be made by
Offer" ING Barings on behalf of Headlam for all of the
Eclipse Convertible Preference Shares and,
where the context admits, any subsequent
revision, variation, extension or renewal
thereof
"Convertible Preference holders of Convertible Preference Shares
Shareholders"
"Eclipse" Eclipse Blinds plc
"Eclipse Convertible convertible preference shares of 5p each in
Preference Shares" or Eclipse
"Convertible Preference
Shares"
"Eclipse Group" Eclipse and its subsidiary undertakings (as
such term is defined in the Companies Act
1985)
"Eclipse Shares" or ordinary shares of 25p each in Eclipse in issue
"Shares" and any ordinary shares of 25p each in Eclipse
which are unconditionally allotted or issued
after the date hereof and before the date on
which the Offers close (or such earlier date
or dates as Headlam may decide) including any
such shares allotted or issued pursuant to
the exercise of options under the Eclipse
Share Option Schemes or upon conversion of
the Eclipse Convertible Preference Shares
"Eclipse Shareholders" holders of Eclipse Shares
"Eclipse Share the Eclipse Blinds Plc Employee Share Option
Option Schemes" Scheme, the Eclipse Blinds Plc Unapproved Share
Option Scheme and the Eclipse Blinds Plc
Sharesave Scheme
"Enlarged Group" the Headlam Group as enlarged by the
acquisition of Eclipse
"First Closing Date" the date 21 days after the posting of the Offer
Document
"Headlam" Headlam Group plc
"Headlam Group" Headlam and its subsidiary undertakings (as
such term is defined in the Companies Act 1985)
"Headlam Shares" ordinary shares of 5p each in Headlam
"Headlam Shareholders" holders of Headlam Shares
"ING Barings" ING Barings Limited of 60 London Wall, London
EC2M 5TQ
"London Stock Exchange" London Stock Exchange Limited
"New Headlam Shares" the new Headlam Shares proposed to be issued,
credited as fully paid, pursuant to the Offers
"Ordinary Offer" the proposed recommended offer to be made by
ING Barings on behalf of Headlam on the terms
and subject to the conditions to be set out
in the Offer Document to acquire the Eclipse
Shares and, where the context admits, any
subsequent revision, variation, extension or
renewal thereof
"Offer Document" the document proposed to be sent to holders of
Eclipse Shares and holders of Convertible
Preference Shares containing, inter alia,
details of the Offers
"Offers" the Ordinary Offer and the Convertible
Preference Offer
"Official List" the Official List of the London Stock Exchange
"Overseas Shareholders" holders of the Eclipse Shares and holders of
Convertible Preference Shares resident in or
nationals or citizens of, jurisdictions
outside the Untied Kingdom or who are
nominees of, or custodians, trustees or
guardians for, citizens or nationals of other
countries
"Panel" the Panel on Takeovers and Mergers
"Redeemable Preference redeemable preference shares of 5p each in
Shares" or "Eclipse Eclipse Redeemable Preference
Shares"
"US Person" a US person as defined in Regulation S of the
US Securities Act 1933, as amended
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"Wider Eclipse Group" Eclipse or any of its subsidiaries, subsidiary
undertakings or associated undertakings
(including any company of which 20 per cent.
or more of the voting capital is held by the
Eclipse Group) or any partnership, joint
venture, firm or company in which any of them
may be interested
"Wider Headlam Group" Headlam or any of its subsidiaries, subsidiary
undertakings (including any company of which
20 per cent. or more of the voting capital is
held by the Headlam Group) or any
partnership, joint venture, firm or company
in which any of them may be interested
END
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