TIDMEVOL TIDMASTR
RNS Number : 9325G
Evolve Capital PLC
10 February 2010
Evolve Capital PLC
Proposed acquisition and potential restructuring
10 February 2010
Evolve Capital PLC ("Evolve") announces that its subsidiary, Astaire Group Plc
("Astaire"), is making an offer to acquire the whole of the issued share capital
of Hoodless Brennan Holdings Plc. The full text of the announcement of the
offer is set out below.
The consideration for the acquisition includes convertible loan notes and the
exercise of the conversion rights in full would reduce Evolve's interest in
Astaire from the present level of 53.6% to below 50%
The Board of Evolve recognises that the current structure may not allow a full
recognition of value by the markets and that on conversion of the Convertible
Loan Notes, which are proposed to be issued as part consideration for the
acquisition of HBH, Evolve may move to a minority holding position in Astaire
over time.
The Board of Evolve is considering, and taking advice on, whether shareholder
value in Evolve and / or Astaire would be enhanced by restructuring the current
position.
A further announcement will be made in due course.
Enquiries:
Evolve Capital Plc
Oliver Vaughan
Edward Vandyk
Tel: +44 (0) 20 7937 4445
www.evolvecapital.co.uk
Fairfax I.S. PLC Nominated adviser
David Floyd
Jeremy Porter
Tel: +44 (0) 20 7598 5368
10 February 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Recommended Offer by
Astaire Securities Plc
on behalf of
Astaire Group Plc
for
Hoodless Brennan Holdings Plc
Offer Summary
The Boards of Astaire Group Plc ("Astaire") and Hoodless Brennan Holdings Plc
("HBH") are pleased to announce that agreement has been reached on the terms of
a recommended offer to be made by Astaire Securities Plc on behalf of Astaire to
acquire the entire issued and to be issued share capital of HBH.
· The Offer values the existing issued ordinary share capital of HBH at
GBP3,612,500, based upon the independently assessed commercial value of the
Convertible Loan Notes.
· Astaire has received irrevocable undertakings to accept the Offer in
respect of 70,868,039 HBH Shares in aggregate, representing approximately 66.6
per cent. of the existing issued share capital of HBH.
· The Offer will be made on the basis that every HBH Share will receive
0.9403p in cash and 4.4665p nominal value Convertible Loan Notes.
· The acquisition of HBH will strengthen the business and balance sheet of
Astaire and the Enlarged Group via synergies and cost savings in the following
areas:
o Agency stockbroking business
o Market making
o Settlement and other services
o Property
· Astaire intends to rebrand HB's agency stockbroking business as soon as
practicable after completion of the Offer
· HB currently carries on an active principal stockbroking business which
the Astaire Directors do not consider to have major strategic importance and
accordingly they do not intend to make any significant investment in it.
· HBH has explored a number of options post MiFID and considers it the
right time to become part of a larger financial services group and take
advantage of the synergies that this will offer.
· The acquisition of HBH is in line with Astaire's strategy of growing the
corporate and institutional broking businesses of Astaire Securities as well as
building its retail client business.
· This transaction follows the successful acquisition and integration by
Astaire of Dowgate Capital Plc and Ruegg & Co Ltd in 2009.
Commenting on the announcement, Edward Vandyk, Chief Executive of Astaire Group
Plc, said: "The small cap stockbroking sector has too much capacity and is
overbroked. This deal will strengthen Astaire's balance sheet and business from
day one and the enlarged group will deliver significant synergies. Astaire's
focus on achieving optimal business mix via selective acquisition will enhance
shareholder value."
Enquiries:
+-------------------------------+-------------------------------+
| Astaire Group PLC | Tel: 020 7448 4400 |
+-------------------------------+-------------------------------+
| Edward Vandyk | |
| | |
+-------------------------------+-------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
+-------------------------------+-------------------------------+
| David Floyd | |
| | |
+-------------------------------+-------------------------------+
| Maitland | Tel: 020 7379 5151 |
+-------------------------------+-------------------------------+
| Neil Bennett and George | |
| Hudson | |
+-------------------------------+-------------------------------+
This summary should be read in conjunction with and is subject to, the full text
of this Announcement (including its appendices) as set out below. Appendix I of
this Announcement sets out the conditions and further principal terms of the
Offer. Appendix II sets out the sources of material information contained in
this announcement. Appendix III contains definitions of terms used in this
summary and in the following Announcement.
Neither this summary nor the full text of this Announcement constitutes or forms
part of an offer to purchase or subscribe for any securities. The Offer will be
made solely by the Offer Document and the Form of Acceptance, which together
will contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
This Announcement is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there
be any sale, issuance or transfer of the securities in any jurisdiction in
contravention of applicable law. Any response in relation to the Offer should be
made only on the basis of the information in the Offer Document or any document
by which the Offer is made. Astaire and HBH will prepare the Offer Document to
be distributed to HBH Shareholders. HBH and Astaire urge HBH Shareholders to
read the Offer Document and the Form of Acceptance when it becomes available
because it will contain important information relating to the Offer. HBH
Shareholders may obtain an additional free copy of the Offer Document, when it
becomes available, from Astaire Securities Plc, 30 Old Broad Street, London EC2N
1HT.
Astaire Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Astaire and no one
else in connection with the Offer and will not be responsible to anyone other
than Astaire for providing the protections afforded to the customers of Astaire
nor for providing advice in relation to the Offer or any other matter referred
to herein.
Fairfax, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Astaire and no-one else in
connection with the matters referred to herein and will not be responsible to
anyone other than Astaire for providing the protections afforded to clients of
Fairfax or for giving advice in relation to such matters.
Smith & Williamson, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for HBH and no-one else
in connection with the Offer and will not be responsible to anyone other than
HBH for providing the protections afforded to customers of Smith & Williamson or
for providing advice in relation to the Offer or any other matters referred to
herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of HBH or Astaire, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes effective, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an " interest" in "relevant securities" of HBH or Astaire,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of HBH or Astaire by HBH or Astaire, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Please be aware that addresses, electronic addresses and certain other
information provided by HBH Shareholders, persons with information rights and
other relevant persons (for example, holders of HBH Options) for the receipt of
communications from HBH may be provided to an offeror during the offer period as
required under Section 4 of Appendix 4 of the City Code.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20
7382 9026; fax +44 (0) 20 7638 1554.
Overseas Jurisdictions
The availability of the Offer to HBH Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
The release, publication or distribution of this announcement in jurisdictions
other than in the United Kingdom may be restricted by law, and therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
proposed Offer disclaim any responsibility or liability for the violation of
such requirements by any person. This announcement has been prepared for the
purposes of complying with English law, the FSA's Rules, the AIM Rules and the
City Code and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of any jurisdiction outside the United Kingdom.
Copies of this announcement and formal documentation relating to the Offer will
not be and must not be mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would violate the laws in that
jurisdiction.
Forward Looking Statements
This Announcement includes "forward-looking statements" intended to qualify for
the safe harbor from liability under the Private Securities Litigation Reform
Act of 1995. These statements are based on the current expectations of the
management of HBH and Astaire and are subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on Astaire of the Offer, the expected
timing and scope of the Offer, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving synergies,
potential divestitures and other strategic options and all other statements in
this announcement other than historical facts. Forward-looking statements
include, without limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties because they relate
to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, unanticipated issues
associated with the satisfaction of the Conditions to the Offer; issues
associated with obtaining necessary regulatory approvals and the terms and
conditions of such approvals; the inability to integrate successfully HBH within
Astaire or to realise synergies from such integration within the time periods
anticipated; and changes in anticipated costs related to the acquisition of HBH.
Additional factors that could cause actual results and developments to differ
materially include, among other things:
- unanticipated changes in revenue, margins, costs, and capital
expenditures;
- issues associated with new product introductions;
- foreign currency fluctuations;
- increased raw material prices;
- unexpected issues associated with the availability of local suppliers
and skilled labour;
- the risks associated with growth;
- geographic factors and political and economic risks;
- actions of competitors;
- changes in economic or industry conditions generally or in the markets
served by HBH and Astaire;
- the state of financial and credit markets;
- efficiencies and capacity utilisation of facilities;
- issues related to new facilities and expansion of existing facilities;
- work stoppages, labour negotiations, and labour rates;
- government approval and funding of projects;
- the ability of our customers to receive financing;
- the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, and joint
ventures; and
- risk and other factors cited in Astaire's filings with the United States
Securities and Exchange Commission.
Neither Astaire nor HBH undertakes any obligation to update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise. Forward-looking statements only speak as of the date on
which they are made.
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do the same would constitute a violation of the
relevant laws of such jurisdiction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
10 February 2010
Recommended Offer by
Astaire Securities Plc
on behalf of
Astaire Group Plc
for the whole of the issued and to be issued ordinary share capital of
Hoodless Brennan Holdings Plc
1. Introduction
The Astaire Board and HBH Board are pleased to announce that agreement has been
reached on the terms of a recommended offer whereby Astaire will acquire the
entire issued and to be issued ordinary share capital of HBH.
The Offer, which will be made on the terms and subject to the conditions set out
below and referred to in Appendix I to this Announcement and will also be
subject to the full terms to be set out in the Offer Document and in the
accompanying Form of Acceptance, will be made on the following basis:
+-------------------+-----------------------------------------------+
| for every HBH | 0.9403 pence in cash |
| Share: | |
+-------------------+-----------------------------------------------+
| | and |
+-------------------+-----------------------------------------------+
| | 4.4665 pence nominal value Convertible Loan |
| | Notes |
+-------------------+-----------------------------------------------+
and so in proportion for any number of HBH Shares held. Cash consideration will
be rounded down to the nearest whole penny and Convertible Loan Notes to the
nearest whole Pound.
The Offer extends to all HBH Shareholders and relates to all HBH Shares
unconditionally allotted or issued and fully paid (or credited as fully paid)
whilst the Offer remains open for acceptance.
The Offer values the existing issued ordinary share capital of HBH at
GBP3,612,500 based upon the commercial value of the Convertible Loan Notes as
independently valued by Fairfax at GBP0.55 per GBP1 nominal value.
The Offer is conditional, inter alia, upon the FSA's consent to Astaire being a
50 per cent. or more controller of HBH. The terms of the Offer may change and
the Offer may be increased at the discretion of the Astaire Directors.
The HBH Directors have given irrevocable undertakings to accept (or procure
acceptance of) the Offer in respect of their holdings (beneficial and
non-beneficial) amounting to, in aggregate, 47,976,799 HBH Shares (representing
approximately 45.1 per cent. of the existing issued ordinary share capital of
HBH).
In addition, an irrevocable undertaking to accept the Offer has also been
received by Astaire from an HBH Shareholder in respect of 22,891,240 HBH Shares
in aggregate (representing approximately 21.5 per cent. of the existing issued
ordinary share capital of HBH).
Astaire has therefore received irrevocable undertakings to accept the Offer in
respect of 70,868,039 HBH Shares in aggregate, representing approximately 66.6
per cent. of the existing issued ordinary share capital of HBH.
2. Background to and reasons for the Offer
HBH is the parent company of HB which has retained its independence since its
incorporation in the early 1990s, and has historically focused on providing
specialised broking services in the small cap sector in the London markets.
Other complementary services and products have been developed and introduced
such as agency stockbroking, market making and CFDs.
The HBH Directors believe that as a result of MiFID and the economic downturn of
2009, the regulatory and financial burdens that have been placed on small
financial firms have meant that maintaining independence has become more
difficult to achieve.
The HBH Directors have therefore explored a number of options and now consider
that the timing is right for HBH to become part of a larger financial services
group and to take advantage of the synergies that this will offer.
In the year ended 31 December 2008 HBH reported a loss before tax of GBP3.8
million on turnover of GBP6.4 million. As at that date, HBH had net assets of
GBP4.9 million, with a bank overdraft of GBP0.3 million.
In the six month period ended 30 June 2009 HBH reported a profit before taxation
of GBP1.4 million on turnover of GBP5.5 million. As at that date, HBH had net
assets of GBP5.8 million of which GBP0.2 million was cash and cash equivalents.
During 2009 HB undertook significant restructuring activity, including the sale
of its execution only online business as well as the demerger of its corporate
finance division into a new company, Allenby Capital Limited. HB has maintained
a 9.9 per cent, interest in Allenby Capital Limited and is entitled to increase
this interest to 50 per cent., subject to FSA approval.
The Astaire Directors believe that the acquisition of HBH will strengthen the
business and balance sheet of Astaire and, where indicated, the Enlarged Group,
as follows:
Agency stockbroking business
The Astaire Directors intend, in due course, that HB's agency stockbroking
business, which deals for private clients and accounts for in excess of 50 per
cent. of its current stockbroking business, will be combined with Rowan
Dartington's retail client agency stock-broking business. The Astaire Directors
intend to rebrand the HB stockbroking business as soon as practicable after
completion of the Offer.
Market making
HB has been an active market maker in smaller company stocks since 1999 and its
experienced professionals make a market in 96 companies admitted to AIM and 19
traded on Plus Markets. Astaire Securities had intended to apply to the FSA to
commence market making in 2010 as it believes that market making is a key
element of the service it provides to its clients (both corporate and
institutional). The acquisition of HB's established market making business
should significantly accelerate this and avoid the initial costs associated with
starting a market making operation.
Settlement and other services
The Enlarged Group will have three settlement systems, Rowan Dartington's
in-house settlement team, Pershing (used by Astaire & Partners and intended in
due course to be used for all of Astaire's institutional business) and HB's
in-house settlement team. In the medium term, the Astaire Directors intend to
streamline the Enlarged Group's settlement systems, which they consider will
lead to operating efficiencies.
In addition, the Astaire Directors consider that they will be able to effect
operating efficiencies by combining the Enlarged Group's compliance, IT, finance
and human resource functions.
Principal stockbroking business
HB carries on an active principal stockbroking business whereby lines of
existing or new stock are acquired, generally in smaller quoted companies, which
are then distributed, supported by in-house research, to retail clients of HB
and other market counter parties.
The Astaire Directors do not consider this aspect of HB's business to have major
strategic importance for the Enlarged Group and accordingly do not intend to
make any significant investment in it. As other activities expand, this element
of the business is likely to constitute a lower proportion of HB's turnover.
Balance Sheet
At 30 June 2009, the date to which its last unaudited interim balance sheet was
prepared, HBH reported tangible net assets of GBP5.8 million, and net current
assets of GBP4.26 million. Since that date it has completed the disposal of its
online business for a material cash consideration. As a result the Astaire
Directors believe that the Acquisition will strengthen the Enlarged Group's
balance sheet by significantly increasing its liquid assets.
Property
HB has recently taken a sublease over an 8,000 sq ft office in the City of
London on attractive terms, which can accommodate the London operations of the
Enlarged Group and coincides with the end of the lease on Astaire's City of
London office. As well as producing significant property related savings, this
should enhance operational efficiencies in the Enlarged Group.
HB carries out its stockbroking business from branches in London and Bristol.
Rowan Dartington is based in, and has its largest branch in, Bristol. The lease
of HB's Bristol office, which is close to Rowan Dartington's office, expires
shortly and as Rowan Dartington has surplus space in its Bristol office, it will
be able to accommodate HB's Bristol branch thus resulting in further cost
savings.
3. Information on Astaire
Astaire is the holding company of a number of regulated financial services
businesses. Its shares are traded on AIM and, as at 9 February 2010, being the
last Business Day prior to announcement of the Offer, the market capitalisation
of Astaire was GBP6.9m.
Astaire's three key business units are:
+----------------+-------------------------------------------------+
| Rowan | Stockbroking with a focus in South West England |
| Dartington | |
+----------------+-------------------------------------------------+
| Astaire & | Agency stockbroking and private client |
| Partners | investment management |
| | |
+----------------+-------------------------------------------------+
| Astaire | Corporate advisory and institutional |
| Securities | stockbroking |
+----------------+-------------------------------------------------+
The acquisition of HBH is in line with the Astaire Board's continuing strategy
of growing the London based corporate and institutional broking businesses of
Astaire Securities as well as building on its retail client business, which is
conducted through Rowan Dartington
4. Controlling Shareholder
Astaire is controlled by Evolve, which, as at the date of this Announcement,
owns 53.6 per cent. of its issued share capital. The Board of Evolve is
considering, and taking advice on, whether shareholder value in Evolve and / or
Astaire would be enhanced by restructuring the current position whereby Evolve
holds 53.6 per cent. of Astaire. The Board of Evolve recognise that the current
structure may not allow a full recognition of value by the markets and that on
conversion of the Convertible Loan Notes, which are proposed to be issued as
part consideration for the acquisition of HBH, Evolve may move to a minority
holding position in Astaire over time.
5. Current trading and prospects for Astaire
On 25 September 2009 Astaire announced its results for the six month period
ended 30 June 2009 which showed a loss before taxation of GBP2.6 million on
turnover of GBP5.5 million. As at that date, Astaire had net assets of GBP16.8
million of which GBP9.1 million was cash and cash equivalents.
During the six months to 30 June 2009, Astaire undertook significant
restructuring activity, including the closure of its asset management business
and disposal of its Australian operation, Inteq Ltd. Whilst the Astaire
Directors consider that market conditions in the small cap market in which the
Astaire Group predominantly operates will remain challenging, they believe it is
well placed to benefit from any upturn in activity.
6. Financing Arrangements
The cash element of the Offer will be financed from Astaire's existing cash
resources. Fairfax, as Astaire's independent financial adviser, is satisfied
that the necessary financial resources are available to Astaire to enable it to
satisfy acceptance of the cash element of the consideration payable under the
Offer in full.
7. Irrevocable Undertakings
Astaire has received irrevocable undertakings from the following HBH Directors
to accept, or to procure the acceptance of, the Offer in respect of the number
of HBH Shares shown opposite their name in the table below and recommend to the
HBH Shareholders the Offer. The terms of the irrevocable undertakings provide,
inter alia, that the HBH Directors who have signed them shall not sell, transfer
or otherwise dispose of or encumber the HBH Shares that are the subject of the
irrevocable and that they shall not accept any other offer in respect of such
shares. The irrevocable undertakings lapse on the earlier of 28 days after this
Announcement (if the Offer Document is not dispatched to the holders of the HBH
Shares by that date), the date the Offer is withdrawn (in the event that it is
withdrawn) and in the event that the commercial terms of the Offer as set out in
the Offer Document are materially different from or more restrictive than as set
out in this Announcement.
+------------------+------------------+------------------+
| Directors | Number of shares | Percentage |
+------------------+------------------+------------------+
| John Brennan | 22,864,820 | 21.5% |
+------------------+------------------+------------------+
| Timothy Chandler | 22,864,820 | 21.5% |
+------------------+------------------+------------------+
| Stephen | 2,154,545 | 2.0% |
| Greenwood | | |
+------------------+------------------+------------------+
| Andrew Baker | 92,614 | 0.1% |
+------------------+------------------+------------------+
| Total | 47,976,799 | 45.1% |
+------------------+------------------+------------------+
Astaire has received an irrevocable undertaking from Sean Blackwell to accept,
or to procure the acceptance of, the Offer in respect of 22,891,240 HBH Shares
representing 21.5 per cent. of HBH's issued share capital. The terms of the
irrevocable undertaking provides, inter alia, that Mr Blackwell shall not sell,
transfer or otherwise dispose of or encumber the HBH Shares that are the subject
of the irrevocable and that he shall not accept any other offer in respect of
such shares. The irrevocable undertaking lapses on the earlier of 28 days after
this Announcement (if the Offer Document is not dispatched to the holders of the
HBH Shares by that date), the date the Offer is withdrawn (in the event that it
is withdrawn) and in the event that the commercial terms of the Offer as set out
in the Offer Document are materially different from or more restrictive than as
set out in this Announcement.
8. Convertible Loan Notes
The Convertible Loan Notes, which will be governed by English law, will be
unsecured obligations of Astaire. The Convertible Loan Notes will bear interest
from the date of issue to the relevant holder of Convertible Loan Notes, payable
every three months in arrears (less any tax required by law to be deducted or
withheld therefrom) on 31 March, 30 June, 30 September and 31 December in each
year (or, if not a Business Day, on the first Business Day thereafter) at the
rate per annum of 7.75% (subject to the matters set out below). The first
interest payment will be in respect of the period from (and including) the date
of issue. In the event of the occurrence of an event of default, the
Convertible Loan Notes will bear interest at the rate of 12.5% and shall become
repayable immediately in full.
The Convertible Loan Notes will be convertible (in an amount equal to the whole
of the relevant Noteholder's holding or in integral multiples of GBP5,000 in
nominal value of Convertible Loan Notes) into Astaire shares at a price of 6.0
pence per Astaire Share.
The ability to convert the Convertible Loan Notes will depend upon the
shareholders of Astaire passing resolutions to give the Astaire Board sufficient
authority (in addition to any existing authority) to allot such number of
Astaire Shares, free from pre-emption rights, into which the Convertible Loan
Notes may convert. If the necessary resolutions have not been passed by the
conclusion of the next annual general meeting of Astaire shareholders, the
interest payable under the Convertible Loan Notes will rise to 10% until such
time as the necessary resolutions are passed and the repayment date for the
Convertible Loan Notes will be accelerated to 31 December 2012. Failure to
obtain the required allotment authority free from pre-emption shall not
otherwise constitute an event of default under the Convertible Loan Notes.
The Convertible Loan Notes will be redeemable at par (together with accrued
interest) at the option of the holders, in whole or in part, on 31 December 2015
unless repayment has been accelerated as described above (or, if not a Business
Day, on the first Business Day thereafter) Astaire may also repay the
Convertible Loan Notes by private agreement with the individual noteholders(s)
and without the prior approval of all the individual noteholders and without
also having to extend any pre-payment offer to the other noteholders. At any
time after the expiry of one year from the date of the instrument constituting
the Convertible Loan Notes Astaire may elect to pre-pay all (or any and if not
all then pro rata as between the holders of Convertible Loan Notes) of the
Convertible Loan Notes without the consent of the noteholders by giving not less
than 30 Business Days notice provided that a conversion notice may be served by
individual noteholders (in respect of some or all of a noteholder's Notes) not
less than 20 Business Days after Astaire serves notice of its wish to pre-pay
the Convertible Loan Notes.
The Convertible Loan Notes will be transferable in tranches with a nominal value
of not less than GBP5,000 (or in the entire amount of Convertible Loan Notes
held by any noteholder if not an integral multiple of GBP5,000) but no
application is intended to be made for them to be listed or dealt in on any
exchange.
The Convertible Loan Notes will be issued, credited as fully paid, in integral
multiples of GBP1 nominal value. Fractional entitlements to Convertible Loan
Notes will be disregarded.
The maximum amount of Convertible Loan Notes which will be issued by Astaire
will be GBP4,750,000 in nominal value.
Upon Astaire paying a capital distribution to Astaire Shareholders whilst the
Convertible Loan Notes are outstanding, holders of Convertible Loan Notes will
receive an equivalent payment equal to the amount they would have received as
Astaire Shareholders had their Convertible Loan Notes been converted in full.
The Astaire Directors have been advised by Fairfax that, based on market
conditions on 5 February 2010, the latest practicable date prior to the date of
this Announcement, in its opinion, if the Convertible Loan Notes had then been
in issue, the value of the Convertible Loan Notes would not have been less than
GBP0.55 per GBP1.00 nominal value.
Interest earned on Convertible Loan Notes cannot be converted into Astaire
Shares and a maximum of 79,166,667 Astaire Shares can be issued upon conversion
of the Convertible Loan Notes, representing a maximum of approximately 27.8 per
cent. of the enlarged ordinary share capital of the Company
9. Management and employees
Astaire attaches great importance to the skills and experience of the existing
management and employees of the HBH Group. Astaire's current plans do not
involve any change to the conditions of employment of the HBH Group's employees.
Following the Offer becoming unconditional in all respects, the contractual
rights, including pension rights, of the HBH Group employees will be fully
safeguarded. Other than as disclosed in relation to its Bristol operations, the
Astaire Directors intend that HBH and its subsidiaries will continue to operate
from the current and proposed locations where they conduct their business.
10. Compulsory acquisition
If the Offer becomes or is declared unconditional in all respects and if
sufficient acceptances are received, Astaire intends to apply the provisions of
sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any
remaining HBH Shares.
It is proposed that, following the Offer becoming or being declared
unconditional in all respects and subject to the extent of Astaire's interest in
HBH at the relevant time, HBH will be re-registered as a private company.
11. HBH Option Schemes
The Offer will be extended to any holders of HBH Shares unconditionally allotted
or issued whilst it remains open for acceptance as a result of either the
exercise of rights granted under the HBH Option Schemes or otherwise.
All of the existing outstanding options under the HBH Option Schemes are
exercisable below the Offer Price but above the aggregate of the cash element of
the Consideration plus the fair value price of the Convertible Loan Notes having
regard to Fairfax's independently assessed commercial valuation. If the Offer
is declared unconditional, appropriate proposals will be made in due course to
HBH Optionholders in the form of the HBH Option Offer.
12. Disclosure of interest in HBH Shares
Save as disclosed herein, none of Astaire or any of its directors or, so far as
Astaire is aware, any person acting in concert with Astaire has (i) any interest
in, or right to subscribe for, any HBH Shares, nor does any such person have any
short position (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery or (ii) has borrowed or lent any HBH Shares. Furthermore, no
arrangement exists with Astaire, HBH or an associate of Astaire or HBH in
relation to HBH Shares. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to HBH Shares which may be an inducement
to deal or refrain from dealing in such securities
13. Number of shares in issue
Astaire has 205,309,518 ordinary shares of 0.1p each in issue with ISIN
GB0031792194.
HBH has 106,347,999 ordinary shares of 0.1p each. HBH shares do not have an
ISIN number.
The information in this paragraph 13 is given in accordance with Rule 2.10 of
the City Code
14. Recommendation
The HBH Directors, who have been so advised by Smith & Williamson, consider the
terms of the Offer to be fair and reasonable. In providing their advice to the
HBH Directors, Smith & Williamson has taken into account the commercial
assessments of the HBH Directors.
Accordingly, the HBH Directors will unanimously recommend that HBH Shareholders
accept the Offer, as they have irrevocably undertaken to accept (or procure the
acceptance of) the Offer in respect of their own holdings and those of their
related parties amounting to, in aggregate, 47,976,799 HBH Shares, representing
approximately 45.1 per cent. of the existing issued ordinary share capital of
HBH.
In addition, an irrevocable undertaking to accept the Offer has also been
received by Astaire from an HBH Shareholder in respect of 22,891,240 HBH Shares
in aggregate (representing approximately 21.5 per cent. of the existing issued
share capital of HBH).
Astaire has therefore received irrevocable undertakings to accept the Offer in
respect of 70,868,039HBH Shares in aggregate, representing approximately 66.6
per cent. of the existing issued share capital of HBH
15. General
Copies of this Announcement will be freely available from Astaire's website:
www.astairegroup.com
The Offer Document, containing the full terms of the Offer, will be posted to
HBH Shareholders as soon as possible, but in any event, within 28 days of
today's date. The conditions to the Offer are set out in Appendix I to this
Announcement and, together with certain further terms of the Offer, will also be
set out in full in the Offer Document and in the Form of Acceptance. In deciding
whether to accept the Offer, HBH Shareholders should rely on the information
contained in, and follow the procedures described in, the Offer Document and,
(if applicable), the Form of Acceptance.
The availability of the Offer to HBH Shareholders not resident in or citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are citizens or in which they are resident. Such persons should
inform themselves about and observe any applicable legal or regulatory
requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction and
the Offer, when made, will not be capable of acceptance by any such use, means,
instrumentality or facility from or within any Prohibited Jurisdiction where to
do so would constitute a breach of any relevant securities laws of that
Prohibited Jurisdiction. Accordingly, copies of this Announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from any
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. Astaire will retain the right to
permit the Offer to be accepted and any sale of any securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe any applicable legal
or regulatory requirements. Further information in relation to overseas HBH
Shareholders will be set out in the Offer Document.
This Announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer will be made
solely by way of the Offer Document, and, where appropriate, the related Form of
Acceptance which together will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
HBH Shareholders who accept the Offer may only rely on the Offer Document, and,
where appropriate, the related Form of Acceptance for all the terms and the
conditions of the Offer. In deciding whether or not to accept the Offer in
relation to their HBH Shares, HBH Shareholders should rely only on the
information contained, and procedures described, in the Offer Document, and,
where appropriate, the related Form of Acceptance. HBH Shareholders are strongly
advised to read the Offer Document being posted to them shortly, or in any event
within 28 days of the date of this Announcement, which contains important
information.
Astaire Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Astaire and no one
else in connection with the Offer and will not be responsible to anyone other
than Astaire for providing the protections afforded to customers of Astaire
Securities or for providing advice in relation to the Offer or any other matter
referred to herein.
Fairfax, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Astaire and no-one else in
connection with the matters referred to herein and will not be responsible to
anyone other than Astaire for providing the protections afforded to clients of
Fairfax or for giving advice in relation to such matters.
Smith & Williamson, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for HBH and no-one else in
connection with the matters referred to herein and will not be responsible to
anyone other than HBH for providing the protections afforded to clients of Smith
& Williamson or for giving advice in relation to such matters.
The principal place of business of Astaire Securities is 30 Old Broad Street,
London EC2N 1HT.
The principal place of business of Fairfax is 46 Berkeley Square, Mayfair,
London W1J 5AT.
The principal place of business of Smith & Williamson is25, Moorgate, London
EC2R 6AY
Astaire Securities, Fairfax and Smith & Williamson have given their written
consent to the release of this Announcement containing references to their names
in the form and context in which they appear.
Fairfax confirms that Astaire has sufficient cash resources available to satisfy
full acceptance of the cash element of the consideration payable under the
Offer.
The Astaire Directors accept responsibility for the information contained in
this Announcement save that the only responsibility accepted by them for the
information given in relation to the HBH Group, which has been compiled from
published sources, has been to ensure that such information has been correctly
and fairly reproduced and presented. Subject as aforesaid, to the best of the
knowledge and belief of the Astaire Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This Announcement contains certain forward-looking statements with respect to
(amongst other things) the financial condition, results of operations and
business of the HBH and certain plans and objectives of the Astaire Board. These
forward-looking statements, without limitation, can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could" or other
words of similar meaning. These statements are based on assumptions and
assessments made by the Astaire Directors in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this Announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements, which are not
guarantees of future performance.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this Announcement. Astaire assumes no obligation to update or
correct the information contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent legally
required.
The statements contained in this Announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
Nothing contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance except where
expressly stated.
The attention of HBH Shareholders is drawn to the fact that under the Code there
are certain UK dealing disclosure requirements in respect of relevant securities
during an offer period. The Offer Period was deemed to have commenced on (and
including) 10 February 2010.
The disclosure requirements are set out in more detail in Rule 8 of the Code. In
particular, under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of HBH or Astaire, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 p.m. (London time) on the Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the Offer Period otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of HBH or Astaire, they will be deemed to be
a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of HBH or Astaire by Astaire or HBH, or by any of their respective
"associates" (within the meaning of the Code), must also be disclosed by no
later than 12.00 p.m. (London time) on the Business Day following the date of
the relevant transaction.
A disclosure table giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 7236
7013.
This Announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.
APPENDIX I
The Offer is subject to, and conditional on, the following terms and conditions:
PART A: Conditions of the Offer
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00 p.m. (London time) on the First Closing Date of the Offer
(or such later time(s) and/or date(s) as Astaire may, subject to the rules of
the City Code, decide) in respect of not less than 90 per cent. (or such lower
percentage as Astaire may decide) in nominal value of the HBH Shares to which
the Offer relates, provided that this condition will not be satisfied unless
Astaire and/or its wholly owned subsidiaries shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) HBH Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at a general meeting of HBH, including for this purpose (except to the extent
otherwise agreed by the Panel) any such voting rights attaching to any HBH
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 "HBH Shares to which the Offer relates" shall be
construed in accordance with sections 979 to 982 of the Companies Act;
(ii) HBH Shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of
HBH Shares which are treated for the purposes of section 979 of the Companies
Act as having been acquired or contracted to be acquired by Astaire by virtue of
acceptances of the Offer;
(b) the FSA's consent to Astaire being a 50 per cent. or more controller of HBH
as described under Part XIII of the FSMA having been granted and not having
lapsed or been withdrawn (notwithstanding any subsequent renewal of the same)
when the Offer is declared unconditional in all respects;
(c) no Third Party having intervened and there not continuing to be outstanding
any statute, regulation or order of any Third Party in each case which would or
might reasonably be expected (in any case to an extent which is material in the
context of the Astaire Group or the HBH Group, as the case may be, taken as a
whole) to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Astaire or any member of the Astaire Group of any shares or other
securities in, or control or management of, HBH or any member of the HBH Group
void, illegal or unenforceable in any jurisdiction, or otherwise directly or
indirectly restrain, prevent, prohibit, restrict or delay the same or impose
additional conditions or obligations with respect to the Offer or such
acquisition, or otherwise impede, challenge or interfere with the Offer or such
acquisition, or require amendment to the terms of the Offer or the acquisition
or proposed acquisition of any HBH Shares or the acquisition of control of HBH
or the HBH Group by Astaire or any member of the Astaire Group;
(ii) limit or delay the ability of any member of the Astaire Group or any
member of the HBH Group to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect of shares or
other securities in, or to exercise voting or management control over, any
member of the HBH Group or any member of the Astaire Group;
(iii) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the Astaire Group of any shares or
other securities in HBH;
(iv) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the Astaire Group or by any member
of the HBH Group of all or any portion of their respective businesses, assets or
properties or limit the ability of any of them to conduct any of their
respective businesses or to own or control any of their respective assets or
properties or any part thereof;
(v) except pursuant to Chapter 3 of Part 28 of the Companies Act, require
any member of the Astaire Group or of the HBH Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) in any member of
either group owned by any third party;
(vi) limit the ability of any member of the Astaire Group or of the HBH Group
to conduct or integrate or co-ordinate its business, or any part of it, with the
businesses or any part of the businesses of any other member of the Astaire
Group or of the HBH Group;
(vii) result in any member of the HBH Group or the Astaire Group ceasing to
be able to carry on business under any name under which it presently does so; or
(viii) otherwise adversely affect the business, assets, profits, financial or
trading position or prospects of any member of the HBH Group or of the Astaire
Group, and all applicable waiting and other time periods during which any Third
Party could intervene under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(d) all notifications and filings which are necessary or are reasonably
considered appropriate by Astaire having been made, all appropriate waiting and
other time periods (including any extensions of such waiting and other time
periods) under any applicable legislation or regulation of any relevant
jurisdiction having expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any relevant jurisdiction having been
complied with in each case in connection with the Offer or the acquisition or
proposed acquisition of any shares or other securities in, or control of, HBH or
any other member of the HBH Group by any member of the Astaire Group or the
carrying on by any member of the HBH Group of its business;
(e) all Authorisations which are necessary or are reasonably considered
necessary or appropriate by Astaire in any relevant jurisdiction for or in
respect of the Offer or the acquisition or proposed acquisition of any shares or
other securities in, or control of, HBH or any other member of the HBH Group by
any member of the Astaire Group or the carrying on by any member of the HBH
Group of its business having been obtained, in terms and in a form reasonably
satisfactory to Astaire, from all appropriate Third Parties or from any persons
or bodies with whom any member of the HBH Group has entered into contractual
arrangements in each case where the absence of such Authorisation would have a
material adverse effect on the HBH Group taken as a whole and all such
Authorisations remaining in full force and effect and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or not to renew
any of the same;
(f) except as fairly disclosed in writing to Astaire by or on behalf of HBH
prior to the date of publication of the Offer Document, there being no provision
of any arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the HBH Group is a party, or by or to which any such member
or any of its assets is or are or may be bound, entitled or subject or any
circumstance, which, in each case as a consequence of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, HBH or any other member of the HBH Group by any member of the
Astaire Group or otherwise, could or might reasonably by expected to result in,
(in any case to an extent which is or would be material in the context of the
HBH Group taken as a whole):
(i) any monies borrowed by or any other indebtedness or liabilities (actual
or contingent) of, or any grant available to, any member of the HBH Group being
or becoming repayable or capable of being declared repayable immediately or
prior to its stated repayment date or the ability of any member of the HBH Group
to borrow monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn;
(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 HBH Group or any such mortgage, charge or other
security interest (wherever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the HBH Group thereunder, being, or becoming capable of being terminated or
adversely modified or affected or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any asset or interest of any member of the HBH Group being or falling to
be disposed of or ceasing to be available to any member of the HBH Group or any
right arising under which any such asset or interest could be required to be
disposed of or could cease to be available to any member of the HBH Group
otherwise than in the ordinary course of business;
(v) any member of the HBH Group ceasing to be able to carry on business
under any name under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any member of the
HBH Group;
(vii) the rights, liabilities, obligations or interests of any member of the
HBH Group under any such arrangement, agreement, licence, permit, franchise or
other instrument or the interests or business of any such member in or with any
other person, firm, company or body (or any arrangement or arrangements relating
to any such interests or business) being terminated, adversely modified or
affected; or
(viii) the financial or trading position or the prospects or the value of any
member of the HBH Group being prejudiced or adversely affected, and no event
having occurred which, under any provision of any such arrangement, agreement,
licence, permit or other instrument, could result in any of the events or
circumstances which are referred to in paragraphs (i) to (vii) of this condition
(f) in any case to an extent which is or would be material in the context of the
HBH Group taken as a whole;
(g) since 31 December 2008 and except as Disclosed no member of the HBH Group
having:
(i) issued or agreed to issue, or authorised the issue of, additional
shares of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities other than as between HBH and wholly-owned subsidiaries
of HBH;
(ii) purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;
(iii) recommended, declared, paid or made any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to HBH or a
wholly-owned subsidiary of HBH);
(iv) made or authorised any change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of
business or a transaction between HBH and a wholly-owned subsidiary of HBH)
merged with, demerged 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 assets (including shares in any undertaking and trade
investments) or authorised the same (which in any case is material in the
context of the HBH Group taken as a whole);
(vi) issued or authorised the issue of, or made any change in or to, any
debentures or (except in the ordinary course of business) incurred or increased
any indebtedness or liability (actual or contingent) which in any case is
material in the context of the HBH Group taken as a whole;
(vii) entered into, varied or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or
(B) could restrict the business of any member of the HBH Group; or
(C) is other than in the ordinary course of business, and which in any case is
material in the context of the HBH Group taken as a whole;
(viii) entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the HBH Group otherwise
than in the ordinary course of business which in any case is material in the
context of the HBH Group taken as a whole;
(ix) entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
HBH Group;
(x) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made 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 material part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the HBH Group taken
as a whole;
(xi) 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 with a material adverse effect on
the HBH Group taken as a whole;
(xii) waived or compromised any claim which is material in the context of the
HBH Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of association which is
material in the context of the Offer;
(xiv) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (h);
(h) since 31 December 2008 and except as Disclosed:
(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any member of
the HBH Group which in any case is material in the context of the HBH Group
taken as a whole;
(ii) no contingent or other liability of any member of the HBH Group having
arisen or become apparent or increased which in any case is material in the
context of the HBH Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the HBH Group is or may become a party
(whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the HBH Group which in any case is
material in the context of the HBH Group taken as a whole; and
(iv) (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the HBH Group which in any case is material in the
context of the HBH Group taken as a whole; and
(i) Astaire not having discovered:
(i) that any financial or business or other information concerning the HBH
Group disclosed at any time by or on behalf of any member of the HBH Group,
whether publicly, to any member of the Astaire Group or otherwise, is misleading
or contains any misrepresentation of fact or omits to state a fact necessary to
make any information contained therein not misleading and which was not
subsequently corrected before 31 December 2008 by disclosure either publicly or
otherwise to Astaire to an extent which in any case is material in the context
of the HBH Group as a whole;
(ii) that any member of the HBH Group is subject to any liability (actual or
contingent) which is not disclosed in HBH's annual report and accounts for the
financial year ended 31 December 2008 and which in any case is material in the
context of the HBH Group taken as a whole; or
(iii) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the HBH Group to an extent which is
material in the context of the HBH Group taken as a whole.
For the purpose of these conditions:
"Disclosed" means disclosed in (a) HBH's annual report and accounts for the year
ended 31 December 2008; or (b) in writing to Astaire by or on behalf of HBH
prior to the date of publication of the Announcement
"Third Party" means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority (including any national anti-trust or merger control authority),
court, trade agency, association, institution or professional or environmental
body or any other person or body whatsoever in any relevant jurisdiction;
a Third Party shall be regarded as having "intervened" if it has decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly;
"Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals;
"Astaire Group" means Astaire and its subsidiaries and subsidiary undertakings
and associated undertakings (including any company in which any member of the
Astaire Group is interested or any undertaking in which Astaire and such
undertakings (aggregating their interests) have a direct or indirect interest in
20 per cent. or more of the voting equity capital of an undertaking); and
"HBH Group" means HBH and its subsidiaries and subsidiary undertakings and
associated undertakings (including any company in which any member of the HBH
Group is interested or any undertaking in which HBH and such undertakings
(aggregating their interests) have a direct or indirect interest in 20 per cent.
or more of the voting equity capital of an undertaking).
Subject to the requirements of the Panel, Astaire reserves the right to waive
all or any of the above conditions, in whole or in part, except condition (a).
Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Astaire to
be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of the First Closing Date of the Offer and the date on
which condition (a) is fulfilled (or in each case such later date as Astaire
may, with the consent of the Panel, decide), failing which the Offer will lapse.
Astaire shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of conditions
(b) to (i) (inclusive) by a date earlier than the latest date specified above
for the fulfilment of that condition.
If the Offer lapses it will cease to be capable of further acceptance. HBH
Shareholders who have accepted the Offer and Astaire shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.
The Offer will extend to all HBH Shares whilst the Offer remains open for
acceptance.
PART B: Further terms of the Offer
The following further terms apply to the Offer, unless the contrary is expressed
or the context requires otherwise. Unless the context requires otherwise, any
reference in Part B of this Appendix I to:
(i) the "Offer" includes any revision, variation, renewal or extension of
the Offer;
(ii) the "acceptance condition" means the condition set out in paragraph
(a) of Part A of this Appendix I;
(iii) the "Offer becoming unconditional" means the Offer becoming or being
declared wholly unconditional and references to the Offer having become or not
become unconditional shall be construed accordingly;
(iv) "acceptances of the Offer" includes deemed acceptances of the Offer;
and
(v) the "Offer Period" means, in relation the Offer, the period commencing
on 10 February 2010 until the latest of:
(a) 1.00 p.m. on the date falling 21 days after the posting of the Offer
Document;
(b) the time and date when the Offer lapses; or
(c) the time and date when the Offer becomes unconditional.
1. Acceptance period
(a) The Offer will initially be open for acceptance until 1.00 p.m. on the
date falling 21 days after the posting of the Offer Document. Although no
revision is envisaged, if the Offer is revised it will remain open for
acceptance for a period of at least 14 days (or such other period as the Panel
may permit) from the date on which written notification of the revision is
posted to HBH Shareholders. Except with the Panel's consent, no revision of the
Offer may be made or posted after the date falling 46 days after the posting of
the Offer Document or, if later, the date falling 14 days before the last date
the Offer can become unconditional.
(b) The Offer, whether revised or not, shall not (except with the Panel's
consent) be capable of becoming unconditional after midnight on the date falling
60 days after the posting of the Offer Document (or any earlier time and/or date
beyond which Astaire has stated that the Offer will not be extended unless
Astaire has, where permitted, withdrawn that statement or extended the Offer
beyond the stated earlier date), nor of being kept open for acceptance after
that time and date unless it has previously become unconditional, provided that
Astaire reserves the right, with the Panel's consent, to extend the Offer to a
later time(s) and/or date(s).
Except with the Panel's consent, Astaire may not, for the purpose of determining
whether the acceptance condition has been satisfied, take into account
acceptances received or purchases of HBH Shares made after 1.00 p.m. on the date
falling 60 days after the posting of the Offer Document (or any earlier time
and/or date beyond which Astaire has stated that the Offer will not be extended
unless where permitted, it has withdrawn that statement or extended the offer
beyond the stated earlier date) or, if the Offer is so extended, any such later
time(s) and/or date(s) as may be agreed with the Panel. If the latest time at
which the Offer may become unconditional is extended beyond midnight on the date
falling 60 days after the posting of the Offer Document, acceptances received
and purchases of HBH Shares made in respect of which relevant documents are
received by Share Registrars after 1.00 p.m. on the date falling 60 days after
the posting of the Offer Document may (except where the Code otherwise permits)
only be taken into account with the Panel's agreement.
(c) If the Offer becomes unconditional, it will remain open for acceptance
for not less than 14 days from the date on which it would otherwise have
expired. If the Offer has become unconditional and it is stated by or on behalf
of Astaire that the Offer will remain open until further notice, or if the Offer
will remain open beyond midnight on the date falling 60 days after the posting
of the Offer Document, then not less than 14 days' notice in writing will be
given, before closing the Offer, to those HBH Shareholders who have not accepted
the Offer.
(d) If a competitive situation arises after Astaire has made a "no
extension" statement and/or a "no increase" statement in relation to the Offer,
Astaire may, if it specifically reserved the right to do so at the time such
statement was made, or otherwise with the Panel's consent, withdraw that
statement and extend or revise the Offer (as appropriate) provided that it
complies with the requirements of the Code and, in particular, that:
(i) it announces such withdrawal and that it is free to extend or revise
the Offer (as appropriate) as soon as possible (and in any event within four
Business Days of the firm announcement of the competing offer or other
competitive situation) and HBH Shareholders are informed in writing at the
earliest practicable opportunity or, in the case of HBH Shareholders with
registered addresses outside the UK or whom Astaire knows to be a nominee,
trustee or custodian holding HBH Shares for such persons, by announcement in the
UK; and
(ii) any HBH Shareholders who accepted the Offer after the date of the
"no extension" or "no increase" statement are given a right of withdrawal in
accordance with paragraph 3(c) of this Part B. Astaire may, if it has reserved
the right to do so, choose not to be bound by a "no increase" or a "no
extension" statement if it would otherwise prevent the posting of an increased
or improved offer (either as to the value or nature of the consideration offered
or otherwise) which is recommended for acceptance by the HBH Board or in other
circumstances permitted by the Panel.
(e) If HBH makes an announcement of the kind referred to in Rule 31.9 of
the Code after the date falling 39 days after the posting of the Offer Document
(or such other date as the Panel may determine shall be relevant for the purpose
of Rule 31.9) after a 'no extension' and/or 'no increase' statement has been
made by Astaire in respect of the Offer, Astaire may, with the consent of the
Panel and if it reserves the right to do so in such circumstances at the time
such statement was made, choose not to be bound by that statement and so be free
to extend and/or revise the Offer, provided that an announcement of that fact is
made as soon as possible and in any event within four Business Days after such
announcement by HBH and, at the earliest opportunity thereafter, HBH
Shareholders are informed of that fact in writing or, in the cases of HBH
Shareholders with registered addresses outside the United Kingdom, or whom
Astaire knows to be a trustee, nominee or custodian holding HBH Shares for such
purposes, by announcement in the United Kingdom.
(f) For the purpose of determining at any particular time whether the
acceptance condition has been satisfied, Astaire shall be entitled to take
account only those HBH Shares carrying voting rights which have been
unconditionally allotted or issued before that time and written notice of
allotment or issue of which, containing all the relevant details, has been
received before that time by Share Registrars from HBH or its agents at the
address specified in paragraph 3(a) of this Part B. E-mail or facsimile
transmission will not be sufficient.
2. Announcements
(a) By 8.00 a.m. on the Business Day (the "relevant day") following the
day on which the Offer is due to expire or becomes unconditional or is revised
or extended, as the case may be (or such later time(s) or date(s) as the Panel
may agree), Astaire will make an appropriate announcement and simultaneously
inform a Regulatory Information Service of the position. The announcement will
also state (unless otherwise permitted by the Panel) the total number of HBH
Shares and rights over HBH Shares (as nearly as practicable):
(i) for which acceptances of the Offer have been received;
(ii) acquired or agreed to be acquired by or on behalf of Astaire or any
person acting in concert with it during the course of the Offer Period;
(iii) held by or on behalf of Astaire or any person acting in concert with
it before the Offer Period; and
(iv) for which acceptances of the Offer have been received from any person
acting in concert with Astaire, and will specify the percentage of the HBH
Shares represented by each of these figures.
In computing the number of HBH Shares represented by acceptances and/or
purchases, there may be included or excluded for announcement purposes
acceptances and/or purchases which are not complete in all respects or which are
subject to verification, save that acceptances or purchases will not be included
in the totals of such an announcement (unless the Panel otherwise agrees) unless
they could be counted, in accordance with paragraph below and the provisions of
the Code, towards satisfying the acceptance condition.
Any decision to extend the time and/or the date by which the acceptance
condition has been fulfilled or to which the Offer is extended may be made at
any time up to, and will be announced not later than 8.00 a.m. (London time) on
the relevant day or such time(s) and/or date(s) as the Panel may agree. The
announcement will state the next expiry time and/or the date unless the Offer is
then unconditional, in which case a statement may instead be made that the Offer
will remain open until further notice.
(c) In this Appendix I, references to the making of an announcement or
the giving of notice by or on behalf of Astaire include the release of an
announcement by public relations consultants or by Astaire Securities to the
press and the delivery by hand or telephone or facsimile or other electronic
transmission of an announcement to a Regulatory Information Service. An
announcement made otherwise than to a Regulatory Information Service shall be
notified simultaneously to a Regulatory Information Service (unless otherwise
agreed by the Panel).
3. Rights of withdrawal
(a) If Astaire, having announced the Offer to be unconditional, fails to
comply by 3.30 p.m. on the relevant day (as defined in paragraph 2(a) of this
Part B) (or such later time(s) and/or date(s) as the Panel may agree) with any
of the other requirements specified in paragraph 2(a) of this Part B, an
accepting HBH Shareholder may (unless the Panel agrees otherwise) immediately
thereafter withdraw his acceptance of the Offer by written notice received by
hand or by post by Share Registrars, Suite E, First Floor, 9 Lion and Lamb Yard,
Farnham, Surrey, GU9 7LL. If any such confirmation is given, the first period
of 14 days referred to in paragraph 1(c) of this Part B will run from the date
of such confirmation and compliance.
(b) If by 1.00 p.m. on the date falling 42 days after the publication of
the Offer Document (or such later time(s) and/or date(s) as the Panel may agree)
the Offer has not become unconditional, an accepting HBH Shareholder may
withdraw his acceptance at any time thereafter by written notice in the manner
referred to in paragraph 3(a) of this Part B before the earlier of (i) the time
when the Offer becomes unconditional, and (ii) the final time for lodgement of
acceptances of the Offer which can be taken into account in accordance with
paragraph 1(b) of this Part B.
(c) If a "no extension" statement and/or a "no increase" statement has
been withdrawn in accordance with paragraph 1(d) of this Part B, any HBH
Shareholder who accepted the Offer after the date of the statement may withdraw
his acceptance in the manner referred to in paragraph 3(a) of this Part B not
later than the eighth day after the date on which written notice of withdrawal
of the statement is posted to HBH Shareholders.
(d) Except as provided by this paragraph 3, acceptances under the Offer
shall be irrevocable. In this paragraph 3, "written notice" (including any
letter of appointment, direction or authority) means notice in writing bearing
the original signature(s) of the relevant accepting HBH Shareholder(s) or
his/their agent(s) duly appointed in writing (evidence of whose appointment is
produced with the written notice in a form reasonably satisfactory to Astaire).
E-mail or facsimile transmissions or copies will not be sufficient to constitute
written notice. No notice which is postmarked in, or otherwise appears to
Astaire or its agents to have been sent from, a Prohibited Jurisdiction will be
treated as valid.
4. Revised offer
(a) No revision of the Offer is envisaged. However, if the Offer (in its
original or any previously revised form(s)) is revised (either in its terms and
conditions or in the value or nature of the consideration offered or otherwise)
and such revision represents on the date on which it is announced (on such basis
as Astaire Securities may consider appropriate) an improvement or no diminution
in the value of the revised Offer compared with the consideration or terms
previously offered or in the overall value received and/or retained by a HBH
Shareholder (under the Offer or otherwise), the benefit of the revised Offer
will, subject to paragraphs 4(c), and 4(d) of this Part B, be made available to
any HBH Shareholder who has accepted the Offer in its original or any previously
revised form(s) (a "previous acceptor"). The acceptance of the Offer by or on
behalf of a previous acceptor in its original or any previously revised form(s)
shall, subject as provided in paragraphs 4(c) and 4(d) of this Part B, be
treated as an acceptance of the Offer as so revised and shall also constitute
the separate appointment of Astaire and each of the Astaire Directors and
Astaire Securities and each of their directors as his attorney and/or agent with
authority (i) to accept any such revised offer on behalf of such previous
acceptor, (ii) if such revised offer includes alternative forms of
consideration, to make such elections for and/or accept such alternative forms
of consideration in the proportions such attorney and/or agent in his absolute
discretion thinks fit, and (iii) to execute on behalf of and in the name of such
previous acceptor all such further documents (if any) as may be required to give
effect to such acceptances and/or elections.
In making any such election and/or acceptance, such attorney and/or agent shall
take into account the nature of any previous acceptances made by or on behalf of
the previous acceptor and such other facts or matters as he may reasonably
consider relevant.
(b) Subject to paragraphs 3(c) and 4(d) of this Part B, the powers of
attorney and authorities conferred by this paragraph 4 and any acceptance of a
revised Offer and/or any election(s) pursuant thereto shall be irrevocable
unless and until the previous acceptor becomes entitled to withdraw his
acceptance under paragraph 3 of this Part B and duly and validly does so.
(c) The deemed acceptance referred to in paragraph 4(a) of this Part B
shall not apply, and the authorities conferred by that paragraph shall not be
exercised, to the extent that a previous acceptor lodges with Share Registrars,
within 14 days of the posting of the document containing the revised Offer, a
Form of Acceptance in which he validly elects to receive the consideration
receivable by him under such revised Offer in some other manner than that set
out in his original or any previous acceptance; or
The deemed acceptance referred to in paragraph 4(a) of this Part B shall not
apply, and the authorities conferred by that paragraph shall not be exercised,
if as a result thereof, the previous acceptor would (on such basis as Astaire
may consider appropriate) thereby receive less in aggregate in consideration
under the revised Offer than he would have received in aggregate as a result of
acceptance of the Offer in the form in which it was previously accepted by him
or on his behalf. The authorities conferred by paragraph 4(a) of this Part B
shall not be exercised in respect of any election available under the revised
Offer save in accordance with this paragraph.
Subject to paragraphs 4(c) and (d) of this Part B, Astaire reserves the right to
treat an executed Form of Acceptance (in respect of the Offer in its original or
any previously revised form(s)) which is received (or dated) on or after the
announcement of any revised Offer as a valid acceptance of the revised Offer
and/or, where applicable, a valid election for or acceptance of any of the
alternative forms of consideration. Such acceptances shall constitute an
authority in the terms of paragraph 4(a) of this Part B, mutatis mutandis, on
behalf of the relevant HBH Shareholder.
5. Acceptances and Purchases
Notwithstanding, but without prejudice to, the right reserved by Astaire to
treat a Form of Acceptance as valid even though not entirely in order or, in the
case of HBH Shares held in certificated form, not accompanied by the relevant
share certificate(s) and/or other documents of title, except as otherwise agreed
by the Panel:
(a) an acceptance of the Offer shall not be treated as valid for the
purposes of the acceptance condition unless the requirements of Note 4 and, if
applicable, Note 6 of Rule 10 of the Code are satisfied in respect of it;
(b) a purchase of HBH Shares by Astaire or its nominee(s) or, in the case
of a Rule 9 offer, any person acting in concert with Astaire or its nominee will
only be treated as valid for the purposes of the acceptance condition if the
requirements of Note 5 and, if applicable, Note 6 of Rule 10 of the Code are
satisfied in respect of it; and
(c) before the Offer may become unconditional, Share Registrars must have
issued a certificate to Astaire which states the number of HBH Shares in respect
of which acceptances have been received and which comply with paragraph 5(a) of
this Part B, and the number of HBH Shares otherwise acquired, whether before or
during the Offer Period, which comply with paragraph 5(b) of this Part B. Copies
of the certificate will be sent to the Panel and to the financial advisers of
HBH as soon as possible after issue.
6. General
(a) Except as specifically provided in Part A of this Appendix I or with
the Panel's consent, the Offer will lapse unless all of the conditions have been
satisfied or (if capable of waiver) waived or, where appropriate, have been
determined by Astaire in its reasonable opinion to be or remain satisfied in
each case by midnight on the date falling 60 days after the posting of the Offer
Document or by midnight on the date which is 21 days after the date on which the
Offer becomes unconditional, whichever is the later, or such later date(s) as
Astaire may, with the Panel's consent, decide. If the Offer lapses for any
reason, then it shall cease to be capable of further acceptance and Astaire and
HBH Shareholders shall cease to be bound by prior acceptances.
(b) Except with the Panel's consent, settlement of the consideration to
which any HBH Shareholder is entitled under the Offer will be implemented in
full in accordance with the terms of the Offer without regard to any lien, right
of set-off, counterclaim or other analogous right to which Astaire may otherwise
be, or claim to be, entitled as against such HBH Shareholder.
(c) (i) The Offer, all acceptances of it and all elections
pursuant to it, the Form of Acceptance, all contracts made pursuant to the
Offer, all action taken or made or deemed to be taken or made pursuant to any of
these terms and the relationship between a HBH Shareholder and Astaire, Astaire
Securities or Share Registrars shall be governed by and interpreted in
accordance with English law.
(ii) Execution of a Form of Acceptance by or on behalf of a HBH
Shareholder will constitute his agreement that the Courts of England are
(subject to paragraph 6(e)(iii) of this Part B) to have exclusive jurisdiction
to settle any dispute which may arise in connection with the creation, validity,
effect, interpretation or performance of, or the legal relationships established
by the Offer and the Form of Acceptance or otherwise arising in connection with
the Offer and the Form of Acceptance, and for such purposes that he irrevocably
submits to the jurisdiction of the English Courts.
(iii) Execution of a Form of Acceptance by or on behalf of an accepting
HBH Shareholder will constitute his agreement that the agreement in paragraph
6(e)(ii) of this Part B is included for the benefit of Astaire, Astaire
Securities and Share Registrars and accordingly, notwithstanding the exclusive
agreement in paragraph 6(e)(ii) of this Part B, Astaire, Astaire Securities and
Share Registrars shall each retain the right to, and may in its absolute
discretion, bring proceedings in the courts of any other country which may have
jurisdiction and that the accepting HBH Shareholder irrevocably submits to the
jurisdiction of the courts of any such country.
(d) If the expiry date of the Offer is extended, any reference in this
Announcement, the Offer Document and in the Form of Acceptance to the date
falling 21 days after the posting of the Offer Document shall, except in the
definition of "Offer Period" and paragraph 1(a) of this Part B and where the
context otherwise requires, be deemed to refer to the expiry date of the Offer
as so extended.
(e) Any omission to despatch the Offer Document or the Form of Acceptance
or any notice required to be despatched under the terms of the Offer to, or any
failure to receive the same by, any person to whom the Offer is made, or should
be made, shall not invalidate the Offer in any way or create any implication
that the Offer has not been made to any such person. The Offer extends to any
such person and to all HBH Shareholders to whom this document, the Form of
Acceptance and any related documents may not be despatched and who may not
receive such documents, and such persons may collect copies of those documents
from Share Registrars at the address set out in paragraph 3(a) of this Part B.
(f) If the Offer lapses, Forms of Acceptance, share certificates and/or
other documents of title will be returned by post (or by such other method as
the Panel may approve) within 14 days of the Offer lapsing, at the risk of the
HBH Shareholder concerned, to the person or agent whose name and address is set
out in the relevant Box of the Form of Acceptance or, if none is set out, to the
first-named holder at his registered address (no such documents will be sent to
an address in a Prohibited Jurisdiction).
(g) All powers of attorney, appointments as agent and authorities on the
terms conferred by or referred to in this Appendix I or in the Form of
Acceptance are given by way of security for the performance of the obligations
of the HBH Shareholder concerned and are irrevocable (in respect of powers of
attorney in accordance with section 4 of the Powers of Attorney Act 1971) except
in the circumstances where the donor of such power of attorney, appointment or
authority is entitled to withdraw his acceptance in accordance with paragraph 3
of this Part B and duly does so.
(h) Without prejudice to any other provisions of this Part B, Astaire
reserves the right to treat acceptances of the Offer as valid if received by or
on behalf of either of them at any place or places or in any manner determined
by either of them or otherwise than as set out in this document or in the Form
of Acceptance.
(i) All communications, notices, certificates, documents of title and
remittances to be delivered by or sent to or from any HBH Shareholders will be
delivered by or sent to or from them (or their designated agents) at their risk.
No acknowledgement of receipt of any Form of Acceptance, communication, notice,
share certificate(s) and/or other document(s) of title will be given by or on
behalf of Astaire.
(j) Astaire reserves the right to notify any matter (including the
making of the Offer) to all or any HBH Shareholder(s) with (i) registered
addresses outside the UK or (ii) whom Astaire knows to be nominees, trustees or
custodians for such HBH Shareholder(s) with registered addresses outside the UK
by announcement or paid advertisement in any daily newspaper published and
circulated in the UK or any part thereof, in which case such notice shall be
deemed to have been sufficiently given notwithstanding any failure by any such
shareholders to receive or see such notice. All references in this document to
notice in writing (other than in paragraph 3 of this Part B) shall be construed
accordingly.
(k) If sufficient acceptances are received and/or sufficient HBH Shares
are otherwise acquired, Astaire intends to apply the provisions of sections 979
to 982 of the Companies Act to acquire compulsorily any outstanding HBH Shares.
(l) If the Panel requires Astaire to make an offer for HBH Shares under
the provisions of Rule 9 of the Code, Astaire may make such alterations to the
conditions of the Offer as are necessary to comply with the provisions of that
Rule.
(m) All references in this Appendix I to any statute or statutory
provision shall include a statute or statutory provision which amends,
consolidates or replaces the same (whether before or after the date of this
document).
(n) The provisions of the Contracts (Rights of Third Parties) Act 1999
shall not apply to this document, the Form of Acceptance or any contract made
pursuant to the Offer.
APPENDIX II
Bases and Sources
In this Announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
1. General
Financial information relating to HBH has been extracted from the relevant
published annual report and accounts of HBH.
2. Value of the Offer
The Offer values the entire issued share capital of HBH at GBP3,612,500, on the
basis of 0.9403p in cash and 2.4566p in Convertible Loan Notes, based upon the
fair value price of the Convertible Loan Notes having regard to Fairfax's
independently assessed commercial valuation, for every HBH Share.
At the nominal value of the Convertible Loan Notes, the Offer would be valued at
GBP5,750,000 on the basis of 0.9403p in cash and 4.4665p in Convertible Loan
Notes for every HBH Share
3. Time
All the times referred to in this announcement are London times.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
requires otherwise:
+----------------------+-----------------------------------------+
| "Acquisition" | the proposal by which Astaire will |
| | acquire the entire issued and to be |
| | issued ordinary share capital of HBH, |
| | to be effected by means of the Offer; |
| | |
+----------------------+-----------------------------------------+
| "AIM" | the AIM Market of the London Stock |
| | Exchange; |
| | |
+----------------------+-----------------------------------------+
| "Announcement" | the announcement made in connection |
| | with the Offer pursuant to Rule 2.5 of |
| | the Code; |
| | |
+----------------------+-----------------------------------------+
| "Astaire & Partners" | Astaire & Partners Limited; |
| | |
+----------------------+-----------------------------------------+
| "Astaire Securities" | Astaire Securities PLC; |
| | |
+----------------------+-----------------------------------------+
| "Astaire" or, the | Astaire Group PLC; |
| "Company" | |
+----------------------+-----------------------------------------+
| "Astaire Directors" | the directors of Astaire as at the date |
| or "Astaire Board" | of this Announcement; |
| or "Board of | |
| Astaire" | |
| | |
+----------------------+-----------------------------------------+
| "Astaire Group" | Astaire and its subsidiaries and/or |
| | (where the context requires) any one or |
| | more of them (excluding, for the |
| | avoidance of doubt, HBH); |
| | |
+----------------------+-----------------------------------------+
| "Astaire Shares" | fully paid ordinary shares of 0.1p each |
| | in the capital of Astaire; |
| | |
+----------------------+-----------------------------------------+
| "Astaire | a holder of Astaire Shares; |
| Shareholder" | |
+----------------------+-----------------------------------------+
| "Board of Evolve" | the directors of Evolve as at the date |
| | of this Announcement; |
| | |
+----------------------+-----------------------------------------+
| "Business Day" | a day on which the London Stock |
| | Exchange is open for the transaction of |
| | business; |
| | |
+----------------------+-----------------------------------------+
| "City Code" or | The City Code on Takeovers and Mergers; |
| "Code" | |
+----------------------+-----------------------------------------+
| "Closing Price" | the closing middle market quotation of |
| | a share as derived from the AIM |
| | appendix of the Daily Official List of |
| | the London Stock Exchange; |
| | |
+----------------------+-----------------------------------------+
| "Companies Act" | the Companies Act 2006, as amended; |
| | |
+----------------------+-----------------------------------------+
| "Consideration" | 0.9403 pence in cash and 4.4665 pence |
| | in nominal value Convertible Loan |
| | Notes, being the consideration payable |
| | per HBH Share pursuant to the Offer; |
| | |
+----------------------+-----------------------------------------+
| "Convertible Loan | the GBP4.75 million nominal value |
| Notes" | convertible loan notes being issued as |
| | part consideration pursuant to the |
| | Offer; |
| | |
+----------------------+-----------------------------------------+
| "Enlarged Group" | the Astaire Group following completion |
| | of the Offer; |
| | |
+----------------------+-----------------------------------------+
| "Enlarged Share | the issued share capital of Astaire |
| Capital" | following completion of the Offer; |
| | |
+----------------------+-----------------------------------------+
| "Evolve" | Evolve Capital PLC, a company |
| | incorporated in England under |
| | registration number 06383902, which as |
| | at the date of this Announcement owns |
| | 53.6 per cent. of the issued share |
| | capital of Astaire; |
| | |
+----------------------+-----------------------------------------+
| "Fairfax" | Fairfax I.S. PLC, financial adviser to |
| | Astaire; |
| | |
+----------------------+-----------------------------------------+
| "First Closing Date" | the date falling 21 days after |
| | publication of the Offer Document; |
| | |
+----------------------+-----------------------------------------+
| "Form of Acceptance" | the form of acceptance relating to the |
| | Offer that will accompany the Offer |
| | Document; |
| | |
+----------------------+-----------------------------------------+
| "FSA" | the Financial Services Authority; |
| | |
+----------------------+-----------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000; |
| | |
+----------------------+-----------------------------------------+
| "HB" | Hoodless Brennan Plc, a wholly owned |
| | subsidiary of HBH which proposes to |
| | change its name to HB Markets Plc; |
| | |
+----------------------+-----------------------------------------+
| "HBH" | Hoodless Brennan Holdings Plc; |
| | |
+----------------------+-----------------------------------------+
| "HBH Directors" or | the directors of HBH as at the date of |
| "HBH Board" or the | this Announcement; |
| "Board of HBH" | |
| | |
+----------------------+-----------------------------------------+
| "HBH Group" | HBH and its subsidiary undertakings |
| | and/or (where the context requires) any |
| | one or more of them; |
| | |
+----------------------+-----------------------------------------+
| "HBH Optionholder" | a holder of options under the HBH |
| | Option Schemes; |
+----------------------+-----------------------------------------+
| "HBH Option Offer" | the offer to HBH Optionholders to be |
| | made by Astaire on equivalent terms to |
| | the Offer in accordance with Rule 15 of |
| | the Code; |
| | |
+----------------------+-----------------------------------------+
| "HBH Option Schemes" | the Hoodless Brennan Sharesave Plan and |
| | the HBBC plc Approved and Unapproved |
| | Share Option Plans; |
| | |
+----------------------+-----------------------------------------+
| "HBH Shares" | the existing unconditionally allotted |
| | or issued and fully paid ordinary |
| | shares of 0.1 pence each in the capital |
| | of HBH and any further shares which may |
| | be issued or unconditionally allotted |
| | and issued by HBH, prior to the time |
| | and date on which the Offer closes or |
| | by such earlier date and time as |
| | Astaire may decide (subject to |
| | compliance with the City Code); |
| | |
+----------------------+-----------------------------------------+
| "HBH Shareholder" | a holder of HBH Shares; |
| | |
+----------------------+-----------------------------------------+
| "London Stock | London Stock Exchange PLC; |
| Exchange" | |
+----------------------+-----------------------------------------+
| "MiFID" | Markets in Financial Instruments |
| | Directive; |
| | |
+----------------------+-----------------------------------------+
| "Offer" | the offer to be made by Astaire |
| | Securities on behalf of Astaire for the |
| | HBH Shares, in accordance with the City |
| | Code, on the terms and subject to the |
| | conditions set out in this |
| | Announcement, the Offer Document and |
| | the Form of Acceptance including, where |
| | the context so requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer; |
| | |
+----------------------+-----------------------------------------+
| "Offer Document" | the document to be sent to HBH |
| | Shareholders by Astaire Group |
| | containing the Offer; |
| | |
+----------------------+-----------------------------------------+
| "Offer Period" | the period commencing 10 February 2010 |
| | until whichever of the following shall |
| | be the latest: (i) 1.00 p.m. on the |
| | First Closing Date; (ii) the date on |
| | which the Offer lapses; or (iii) the |
| | date on which the Offer becomes or is |
| | declared unconditional as to |
| | acceptances; |
| | |
+----------------------+-----------------------------------------+
| "Offer Price" | 5.4068 pence per HBH Share, to be |
| | satisfied partly in cash and partly by |
| | the issue of the Convertible Loan |
| | Notes, as set out in this Announcement; |
| | |
+----------------------+-----------------------------------------+
| "Panel" or "Takeover | The Panel on Takeovers and Mergers; |
| Panel" | |
+----------------------+-----------------------------------------+
| "PLUS Markets" | the markets operated by PLUS Markets |
| | Group PLC; |
| | |
+----------------------+-----------------------------------------+
| "Prohibited | any jurisdiction where local laws or |
| Jurisdiction" | regulations may result in a significant |
| | risk of civil, regulatory or criminal |
| | exposure if information is sent or made |
| | available to HBH Shareholders in that |
| | jurisdiction including (but not limited |
| | to) the United States of America, |
| | Canada, Australia, the Republic of |
| | South Africa and Japan; |
| | |
+----------------------+-----------------------------------------+
| "Regulatory | any of the services set out in Appendix |
| Information Service" | 3 to the Listing Rules of the UKLA; |
| | |
+----------------------+-----------------------------------------+
| "Ruegg" | Ruegg & Co Limited; |
| | |
+----------------------+-----------------------------------------+
| "Rowan Dartington" | Rowan Dartington & Company Limited; |
| | |
+----------------------+-----------------------------------------+
| "Smith & Williamson" | Smith & Williamson Corporate Finance |
| | Limited; and |
| | |
+----------------------+-----------------------------------------+
| "UKLA" | The UK Listing Authority, being the FSA |
| | acting in its capacity as the competent |
| | authority for the purposes of Part IV |
| | FSMA. |
| | |
+----------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQGGUCUPUPUUQU
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