RNS Number:2274Y
Wooster Investments Pty Ltd
30 April 2004
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
30 April 2004
RECOMMENDED CASH OFFERS
by
HAWKPOINT PARTNERS LIMITED
on behalf of
WOOSTER INVESTMENTS PTY LIMITED
for
THE HARTSTONE GROUP PLC
Summary
The boards of Wooster Investments Pty Limited ("Wooster") and The Hartstone
Group PLC ("Hartstone") announce that they have reached agreement on the terms
of recommended cash offers (the "Offers"), to be made by Hawkpoint on behalf of
Wooster, for the entire issued and to be issued ordinary share capital (the
"Ordinary Offer") and preference share capital (the "Preference Offer") of
Hartstone not already held or controlled by Wooster.
The Ordinary Offer will be 2 pence in cash for each Ordinary Share, which values
the existing issued ordinary share capital of Hartstone at approximately
#3.2 million.
The Ordinary Offer represents:
- a premium of approximately 13.0 per cent. over the closing middle market
price of 1.77 pence per Ordinary Share on 29 April 2004, the last business
day prior to this announcement;
- a premium of approximately 25.0 per cent. over the closing middle market
price of 1.60 pence per Ordinary Share on 17 March 2004, the last business
day prior to Hartstone's announcement that it had received an approach that
may or may not lead to an offer for Hartstone; and
- a premium of approximately 58.7 per cent. over the average closing middle
market price of 1.26 pence per Ordinary Share for the three month period to
17 March 2004.
The Preference Offer will be 95 pence in cash for each Preference Share, which
values the existing issued preference share capital of Hartstone at
approximately #9.5 million.
The Preference Offer represents:
- a premium of approximately 27.5 per cent. over the closing middle market
price of 74.50 pence per Preference Share on 29 April 2004, the last
business day prior to this announcement;
- a premium of approximately 53.2 per cent. over the closing middle market
price of 62.00 pence per Preference Share on 17 March 2004, the last
business day prior to Hartstone's announcement that it had received an
approach that may or may not lead to an offer for Hartstone; and
- a premium of approximately 72.3 per cent. over the average closing middle
market price of 55.13 pence per Preference Share for the three month period
to 17 March 2004.
In aggregate, the Offers value the existing issued ordinary and preference share
capital of Hartstone at approximately #12.7 million.
Wooster has today acquired 32,622,613 Ordinary Shares and consequently now holds
approximately 20.6 per cent. of Hartstone's existing issued ordinary share
capital.
In addition, Wooster has obtained irrevocable undertakings to accept the
Preference Offer from institutional investors in respect of 4,541,000 Preference
Shares, representing approximately 45.4 per cent. of Hartstone's existing issued
preference share capital. A holder of a further 831,496 Preference Shares has
indicated its intention to accept the Preference Offer.
The Hartstone Directors have also irrevocably undertaken to accept or procure
acceptance of the Offers in respect of their own and their immediate families'
entire beneficial holdings amounting to 11,550,034 Ordinary Shares and 375,026
Preference Shares, representing approximately 7.3 per cent. and 3.8 per cent. of
Hartstone's existing issued ordinary and preference share capital, respectively.
The Offers are conditional, inter alia, on Hartstone Shareholders approving
resolutions to amend the rights of the Preference Shares.
Commenting on the Offers, Tony Cheng, a director of Wooster, said:
"Whilst Hartstone has clearly had a difficult time in recent years, we believe
that it can prosper under our ownership. We are pleased to offer Hartstone
shareholders the certainty of our cash offers and we look forward to welcoming
Hartstone and its employees to our group."
Commenting on the Offers, Shaun Dowling, Chairman of Hartstone, said:
"After a number of years of attempts to sell our Aigner business, shareholders
now have an opportunity to realise cash for their shares at a significant
premium to recent market prices, which I shall do myself. I am also very pleased
that Aigner and its staff will be able to develop the business in tandem with a
new and dynamic partner."
This summary should be read in conjunction with the full text of the following
announcement relating to the Offers.
Certain terms used in this summary and the following announcement are defined in
Appendix III to the announcement.
Enquiries:
Wooster Investments Pty Limited Tel: 020 7665 4500
Tony Cheng
Hawkpoint (Financial adviser to Wooster) Tel: 020 7665 4500
David Renton
The Hartstone Group PLC Tel: 01494 787700
Shaun Dowling
Strand Partners Limited (Financial adviser to Hartstone) Tel: 020 7409 3494
Simon Raggett
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Wooster and no one else
in connection with the Offers and will not be responsible to anyone other than
Wooster for providing the protections afforded to its customers or for providing
advice in relation to the Offers or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
Strand Partners is acting exclusively for Hartstone and no one else in
connection with the Offers and will not be responsible to anyone other than
Hartstone for providing the protections afforded to its customers or for
providing advice in relation to the Offers or in relation to the contents of
this announcement or any transaction or arrangement referred to herein.
This announcement does not constitute an offer to sell or solicitation of an
offer to purchase or subscribe for any securities pursuant to the Offers or
otherwise. The Offers will be made by the Offer Document and the Forms of
Acceptance accompanying the Offer Document, which will contain the full terms
and conditions of the Offers, including details of how the Offers may be
accepted. The laws of relevant jurisdictions may affect the availability of the
Offers to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements.
The Offers will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offers cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement, the Offer Document
and the Forms of Acceptance are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this press announcement, the Offer Document and Forms of Acceptance
(including without limitation custodians, nominees and trustees) must not mail,
forward, distribute or send them in, into or from the United States, Canada,
Australia or Japan or any other such jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Doing so may render invalid
any purported acceptance of the Offers.
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
30 April 2004
RECOMMENDED CASH OFFERS
by
HAWKPOINT PARTNERS LIMITED
on behalf of
WOOSTER INVESTMENTS PTY LIMITED
for
THE HARTSTONE GROUP PLC
1. Introduction
The boards of Wooster Investments Pty Limited ("Wooster") and The Hartstone
Group PLC ("Hartstone") announce that they have reached agreement on the terms
of recommended cash offers (the "Offers"), to be made by Hawkpoint on behalf of
Wooster, for the entire issued and to be issued ordinary share capital (the
"Ordinary Offer") and preference share capital (the "Preference Offer") of
Hartstone not already held or controlled by Wooster.
2. The Offers
On behalf of Wooster, Hawkpoint will offer to acquire, on the terms and subject
to the conditions set out below and in Appendix I to this announcement, and to
be set out in the Offer Document and the Forms of Acceptance, the entire issued
and to be issued ordinary and preference share capital of Hartstone.
The Offers will be made on the following basis:
for each Ordinary Share 2 pence in cash
for each Preference Share 95 pence in cash
The Ordinary Offer values the existing issued ordinary share capital of
Hartstone at approximately #3.2 million and represents:
- a premium of approximately 13.0 per cent. over the closing middle market
price of 1.77 pence per Ordinary Share on 29 April 2004, the last business
day prior to this announcement;
- a premium of approximately 25.0 per cent. over the closing middle market
price of 1.60 pence per Ordinary Share on 17 March 2004, the last business
day prior to Hartstone's announcement that it had received an approach that
may or may not lead to an offer for Hartstone; and
- a premium of approximately 58.7 per cent. over the average closing middle
market price of 1.26 pence per Ordinary Share for the three month period to
17 March 2004.
The Preference Offer values the existing issued preference share capital of
Hartstone at approximately #9.5 million and represents:
- a premium of approximately 27.5 per cent. over the closing middle market
price of 74.50 pence per Preference Share on 29 April 2004, the last
business day prior to this announcement;
- a premium of approximately 53.2 per cent. over the closing middle market
price of 62.00 pence per Preference Share on 17 March 2004, the last
business day prior to Hartstone's announcement that it had received an
approach that may or may not lead to an offer for Hartstone; and
- a premium of approximately 72.3 per cent. over the average closing middle
market price of 55.13 pence per Preference Share for the three month period
to 17 March 2004.
In aggregate, the Offers value the existing issued ordinary and preference share
capital of Hartstone at approximately #12.7 million.
The Hartstone Shares will be acquired pursuant to the Offers by, or on behalf
of, Wooster fully paid and free from all liens, equities, mortgages, charges,
encumbrances and other third party rights and interests and together with all
rights now or hereafter attaching thereto, including all voting rights and the
right to receive and retain in full all dividends and other distributions
accrued, announced, declared, made or paid on or after the date of this
announcement, together with all interest accrued thereon, including the accrued
but unpaid fixed cumulative preferential dividend (and interest thereon) payable
on the Preference Shares. On 11 December 2003, Hartstone announced that it would
not be in a position to pay the most recent preference dividend due on 2 January
2004. Hartstone has not paid the preference dividend since the payment made on 2
July 2002. As at 30 April 2004, the amount of preference dividend accrued but
unpaid is approximately 14.6 pence per Preference Share plus accrued interest.
The Offers will be subject to the conditions and further terms set out below and
in Appendix I to this announcement and to be set out in the Offer Document and
Forms of Acceptance. In particular, the Ordinary Offer will be conditional on
the receipt of acceptances in respect of at least 90 per cent. (or such lesser
percentage as Wooster may decide) of the Preference Shares to which the
Preference Offer relates.
The Preference Offer is conditional only upon the Ordinary Offer having become
or being declared unconditional in all respects.
3. Background on Hartstone
Hartstone's shares are traded on AIM. For the year ended 31 March 2003, the
Group had total turnover of #75.08 million (2002: #99.58 million), a loss on
ordinary activities before taxation of #7.04 million (2002: profit before
taxation of #1.12 million) and a loss per Ordinary Share of 4.9 pence (2002:
earnings per Ordinary Share of 0.6 pence). As at 31 March 2003, the consolidated
net assets of Hartstone were #12.98 million (2002: #23.55 million).
For the six months ended 30 September 2003, the Group had total turnover of
#33.12 million (2002: #40.08 million), a loss on ordinary activities before
taxation of #1.85 million (2002: loss of #2.2 million) and a loss per Ordinary
Share of 1.6 pence (2002: loss of 1.7 pence). As at 30 September 2003, the
consolidated net assets of Hartstone were #10.32 million (2002: #18.35 million).
Hartstone started business in 1989 and grew through a series of acquisitions.
However, deteriorating sales and lack of effective management controls led to
serious financial difficulties, which resulted in the Group's borrowing
facilities being suspended by its bankers in 1993.
Since that time, Hartstone has had to raise additional capital via an ordinary
share rights issue in 1994 and an issue of preference shares in 1996, while
disposing of several of its leathergoods and hosiery businesses outside the US,
enabling it to reduce the Group's borrowings and to continue trading.
By 1999, the Company's only remaining significant operating subsidiary company
was Aigner Group, Inc. ("Aigner"), a US-based company whose principal activity
is the design, marketing, distribution and retailing of branded leathergoods.
Aigner's principal brand is Etienne Aigner, which includes a wide range of high
quality women's shoes, handbags and other fashion accessories. Efforts were made
to effect an orderly disposal of Aigner in order to return cash to shareholders
but, although negotiations were entered into with several potential purchasers,
satisfactory arrangements for the disposal were never concluded.
From the second half of 2001, the market for leathergoods in the US became
increasingly competitive with Hartstone's largest customers, the department
stores, losing business to lower priced chains, resulting in price cutting and
heavy discounts across the industry. As a result of these prolonged trading
difficulties Aigner breached a number of its banking covenants, and all
significant cash remittances to Hartstone were suspended as from December 2001.
Poor trading conditions subsequently continued and Aigner sustained an operating
loss of US$9.1 million for the year ended 31 March 2003. This meant that
Hartstone was unable to pay a dividend on the Preference Shares for the first
time in January 2003 and has been unable to make any dividend payments since
that time.
In September 2003, Aigner entered into a licence agreement with Bennett Footwear
Holdings LLC ("Bennett") pursuant to which Bennett took over the operation of
its footwear business. Having sold its footwear stock to Bennett and collected
outstanding footwear debtors, Aigner has substantially eliminated its bank
borrowings and certain remittances to Hartstone are now permitted.
4. Hartstone's current trading and prospects
Although Aigner's trading has improved modestly since last year, the Company is
faced with significant potential liabilities which may not be met in the
foreseeable future. Payments of dividends due to Preference Shareholders in
respect of the three half year periods ended 2 January 2004, which amount in
aggregate to #1.2 million plus accrued interest, have not been made. Further, by
31 July 2005, an additional sum of approximately #10 million will be required by
the Group to redeem the Preference Shares, excluding accruals of dividends. On
the basis of current forecasts, the Directors do not believe that the Company
would be able to pay these redemption amounts and the arrears and accruals of
preference dividends before 31 July 2005, which by then could amount to
approximately #12.5 million in aggregate plus accrued interest.
5. Changes to Preference Share rights
The Offers are conditional, inter alia, on Hartstone Shareholders approving
resolutions to amend the rights of the Preference Shares so that conditionally
upon the Offers becoming or being declared unconditional in all respects (save
for the condition relating to the passing of the relevant resolutions):
(a) the Preference Shares shall cease to be entitled to a fixed dividend and
interest shall cease to accrue on dividend arrears as from the date of
passing of the Resolutions;
(b) the amount payable on redemption or on a return of capital shall be 95pence
for each Preference Share (including all arrears and accruals of the
Preference Dividend and interest thereon); and
(c) the holders of Preference Shares shall cease to have the right to elect to
convert or redeem their Preference Shares in the event of an offer.
The Resolutions will be put to shareholders at an extraordinary general meeting
which will be formally convened in due course, and to separate class meetings of
holders of the Ordinary Shares and the Preference Shares, also to be formally
convened in due course.
The Hartstone Directors believe that the certainty of the Preference Offer,
which provides immediate cash to Preference Shareholders at a premium to the
current market value, outweighs the potential reduction in the rights attaching
to the Preference Shares inherent in the Resolutions. Preference Shareholders
should bear in mind that, should the Offers not be successful, there could be no
guarantee that the Company would be able to redeem in full all of the Preference
Shares in the foreseeable future or pay the accrued but unpaid dividends and
interest thereon.
6. Recommendation
The Hartstone Directors, who have been so advised by Strand Partners, consider
that the Offers are fair and reasonable and that the passing of the Resolutions
is in the best interests of the Ordinary Shareholders as a class and the
Preference Shareholders as a class and in the best interests of the Company and
its shareholders as a whole. In providing its advice to the Hartstone Directors,
Strand Partners has taken into account the Hartstone Directors' commercial
assessment of the Offers and the other proposals set out in this announcement.
Accordingly, the Hartstone Directors will unanimously recommend that
Shareholders accept the Offers and vote in favour of the Resolutions. The
Hartstone Directors have irrevocably undertaken to vote in favour of the
Resolutions and to accept the Offers in each case in respect of their own
shareholdings, amounting to, in aggregate, 11,550,034 Ordinary Shares and
375,026 Preference Shares (representing approximately 7.3 per cent. of the
issued ordinary share capital of the Company and approximately 3.8 per cent. of
the issued preference share capital of the Company, respectively).
7. Share purchases, irrevocable undertakings and voting intentions
Wooster has today acquired 32,622,613 Ordinary Shares and consequently now holds
approximately 20.6 per cent. of Hartstone's existing issued ordinary share
capital.
In addition, Wooster has obtained irrevocable undertakings to accept the
Preference Offer from institutional investors in respect of 4,541,000 Preference
Shares, representing approximately 45.4 per cent. of Hartstone's existing issued
preference share capital. Of these, undertakings in respect of 4,150,000
Preference Shares would cease to be binding only if the Offers lapse or are
withdrawn, while undertakings over 391,000 Preference Shares would cease to be
binding in the event of an improved Preference Offer. A holder of a further
831,496 Preference Shares has indicated its intention to accept the Preference
Offer.
The Hartstone Directors have also irrevocably undertaken to accept or procure
acceptance of the Offers in respect of their own and their immediate families'
entire beneficial holdings amounting to 11,550,034 Ordinary Shares and 375,026
Preference Shares, representing approximately 7.3 per cent. and 3.8 per cent. of
Hartstone's existing issued ordinary and preference share capital, respectively.
Wooster, therefore, owns, has irrevocable undertakings over or indications of
intent to accept in aggregate:
- 44,172,647 Ordinary Shares, representing approximately 27.9 per cent. of
Hartstone's existing issued ordinary share capital; and
- 5,747,522 Preference Shares, representing approximately 57.5 per cent. of
Hartstone's existing issued preference share capital.
Of the above, holders of 44,172,647 Ordinary Shares and 4,916,026 Preference
Shares (representing approximately 27.9 per cent. and 49.2 per cent. of the
issued ordinary and preference share capital, respectively) have committed to
vote in favour of the Resolutions at the relevant Shareholder Meetings.
8. Information on Wooster
Wooster was incorporated in Australia on 8 April 2004 for the purpose of making
the Offers. It is wholly-owned by Michael and Mary Cheng and directed by Michael
and Tony Cheng. Michael, Mary and Tony Cheng are siblings. Wooster's only assets
comprise its holding of 32,622,613 Ordinary Shares acquired today (as described
in paragraph 7) and a cash balance of approximately #12.6 million.
The Cheng family is active in the handbags and footwear sectors. Michael and
Mary Cheng own or control companies involved in the production of handbags and
footwear in China. Its factories produce 12 million handbags and 3 million pairs
of shoes per year, principally for sale in the US market with further sales to
Australia, Canada and Japan.
Tony Cheng is involved in the wholesale distribution of handbags in the US. He
controls a company which focuses on the sale of handbags to US retailers
including Dillard's, May Company, Federated, Kohls, JC Penney, Target and
Wal-Mart.
9. Financing of the Offers
The cash consideration payable under the Offers will be funded using Wooster's
existing cash resources.
10. Management and employees
The Board of Wooster confirms that, following the Offers becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of Hartstone will be fully
safeguarded.
11. Hartstone Share Option Schemes
The Ordinary Offer will extend to any Ordinary Shares issued upon exercise of
options under the Hartstone Share Option Schemes while the Ordinary Offer
remains open for acceptance. In the event that the Offers become or are declared
unconditional in all respects, Wooster will write to the participants in the
Hartstone Share Option Schemes to inform them of the effect of the Offers on
their rights under the Hartstone Share Option Schemes and to set out any
proposals to be made in respect of their options, if appropriate.
12. Compulsory acquisition, de-listing and re-registration
If Wooster receives acceptances under the Ordinary Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the shares to which the Ordinary
Offer relates and assuming that all of the other conditions of the Ordinary
Offer have been satisfied or waived (if capable of being waived), Wooster
intends to exercise its rights pursuant to the provisions of sections 428 to
430F (inclusive) of the Companies Act to acquire compulsorily the remaining
Ordinary Shares on the same terms as the Ordinary Offer.
If Wooster receives acceptances under the Preference Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the shares to which the Preference
Offer relates and assuming that the Preference Offer becomes unconditional in
all respects, Wooster intends to exercise its rights pursuant to the provisions
of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily
the remaining Preference Shares on the same terms as the Preference Offer.
Assuming the Ordinary Offer becomes or is declared unconditional in all
respects, Wooster intends to procure the making of an application by Hartstone
to the London Stock Exchange for the cancellation of the admission to trading of
its Ordinary Shares and Preference Shares on AIM. The cancellation of trading of
the Ordinary Shares and the Preference Shares will require the consent of the
Ordinary Shareholders and the Preference Shareholders, respectively. This may be
provided by a resolution passed at the relevant time by a 75 per cent. majority
of those voting at a meeting of the relevant class or, without the need for such
a meeting, if Wooster has acquired the relevant number of Hartstone Shares in
the Offers. If this cancellation occurs, this will significantly reduce the
liquidity and marketability of Ordinary Shares and Preference Shares not
assented to the Offers. It is anticipated that the cancellation of the admission
to trading of Ordinary Shares and Preference Shares on AIM will take effect no
earlier than the expiry of 20 business days after the Ordinary Offer becomes or
is declared unconditional in all respects.
It is also proposed that following the Offers becoming or being declared
unconditional in all respects and after the cancellation of the admission to
trading of Hartstone Shares on AIM, Hartstone will be re-registered as a private
company.
13. Disclosure of interests in Hartstone
Save for 32,622,613 Ordinary Shares acquired and 11,550,034 Ordinary Shares and
4,916,026 Preference Shares in respect of which Wooster has received irrevocable
undertakings to accept the Offers as set out in paragraph 7 above, neither
Wooster, nor any of the directors of Wooster, nor, so far as Wooster is aware,
any person acting in concert with Wooster for the purposes of the Offers, owns,
controls or holds any Hartstone Shares or any securities convertible or
exchangeable into, or rights to subscribe for Hartstone Shares, or holds any
options to purchase any Hartstone Shares or has entered into any derivative
referenced to Hartstone Shares which remains outstanding.
14. Other
The Offers will be made on the terms and subject to the conditions set out
herein and in Appendix I to this announcement, and to be set out in the Offer
Document and the accompanying Forms of Acceptance. These will be despatched to
Hartstone Shareholders (other than those with addresses in the United States,
Australia, Canada or Japan) and, for information only, to holders of options
granted under the Hartstone Share Option Schemes, as soon as reasonably
practicable. The Offers and acceptances thereof will be governed by English law.
The Offers will be subject to the applicable requirements of the Code, the Panel
and the London Stock Exchange.
Appendix II contains source notes relating to certain information contained in
this announcement. Certain terms used in this announcement are defined in
Appendix III to this announcement.
This announcement does not constitute, or form any part of, any offer for, or
solicitation of, any offer for securities. Any acceptance or other response to
the Offers should be made only on the basis of the information contained in the
Offer Document.
Enquiries:
Wooster Investments Pty Limited Tel: 020 7665 4500
Tony Cheng
Hawkpoint (Financial adviser to Wooster) Tel: 020 7665 4500
David Renton
The Hartstone Group PLC Tel: 01494 787700
Shaun Dowling
Strand Partners Limited (Financial adviser to Hartstone) Tel: 020 7409 3494
Simon Raggett
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Wooster and no one else
in connection with the Offers and will not be responsible to anyone other than
Wooster for providing the protections afforded to its customers or for providing
advice in relation to the Offers or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
Strand Partners is acting exclusively for Hartstone and no one else in
connection with the Offers and will not be responsible to anyone other than
Hartstone for providing the protections afforded to its customers or for
providing advice in relation to the Offers or in relation to the contents of
this announcement or any transaction or arrangement referred to herein.
This announcement does not constitute an offer to sell or solicitation of an
offer to purchase or subscribe for any securities pursuant to the Offers or
otherwise. The Offers will be made by the Offer Document and the Forms of
Acceptance accompanying the Offer Document, which will contain the full terms
and conditions of the Offers, including details of how the Offers may be
accepted. The laws of relevant jurisdictions may affect the availability of the
Offers to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements.
The Offers will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and the
Offers cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement, the Offer Document
and the Forms of Acceptance are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this press announcement, the Offer Document and Forms of Acceptance
(including without limitation custodians, nominees and trustees) must not mail,
forward, distribute or send them in, into or from the United States, Canada,
Australia or Japan or any other such jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Doing so may render invalid
any purported acceptance of the Offers.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFERS
1. Conditions of the Ordinary Offer
The Ordinary Offer will be subject to the following conditions:
a. valid acceptances of the Ordinary Offer being received (and not, where
permitted, withdrawn) by no later than 3:00 p.m. (London time) on the First
Closing Date (or such later time(s) and/or date(s) as Wooster may, with the
consent of the Panel or subject to the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as Wooster
may decide) in nominal value of the Ordinary Shares to which the Ordinary
Offer relates, and the expression "Ordinary Shares to which the Ordinary
Offer relates" shall be construed in accordance with sections 428 to 430F
inclusive of the Companies Act, provided that this condition (a) will not
be satisfied unless Wooster shall have acquired or agreed to acquire,
whether pursuant to the Offers or otherwise:
(i) Ordinary Shares carrying, in aggregate, more than 50 per cent. of
the voting rights then exercisable in respect of the Ordinary Shares
at a general meeting of Hartstone, including for this purpose, to
the extent (if any) required by the Panel, any such voting rights
attaching to any Ordinary Shares that are unconditionally allotted
or issued before the Ordinary Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of
any outstanding conversion or subscription rights or otherwise and
for this purpose Ordinary Shares which have been unconditionally
allotted but not issued shall be deemed to carry the voting rights
which they will carry upon being entered in the register of members
of Hartstone; and
(ii) Hartstone Shares carrying, in aggregate, more than 50 per cent. of
the voting rights then exercisable in respect of the Hartstone
Shares at a general meeting of Hartstone, including for this
purpose, to the extent (if any) required by the Panel, any such
voting rights attaching to any Hartstone Shares that are
unconditionally allotted or issued before the Ordinary Offer becomes
or is declared unconditional as to acceptances whether pursuant to
the exercise of any outstanding conversion or subscription rights or
otherwise and for this purpose Hartstone Shares which have been
unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry upon being entered in the
register of members of Hartstone;
b. valid acceptances of the Preference Offer being received (and not, where
permitted, withdrawn) by no later than 3:00 p.m. (London time) on the First
Closing Date (or such later time(s) and/or date(s) as Wooster may, with the
consent of the Panel or subject to the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as Wooster
may decide) in nominal value of the Preference Shares to which the
Preference Offer relates and for this purpose "Preference Shares to which
the Preference Offer relates" shall be construed in accordance with
sections 428 to 430F inclusive of the Companies Act;
c. the passing of the Resolutions by the Hartstone Shareholders at the
relevant Shareholder Meetings or any adjournments thereof;
d. no government, government department or governmental, quasi-governmental,
supranational, municipal, statutory, regulatory, administrative or
investigative body, authority (including any national anti-trust,
competition or merger control authorities or similar authorities) or any
court, trade agency, association, institution or professional or
environmental body or (without prejudice to the generality of the
foregoing) any other person or body whatsoever in any jurisdiction (each a
"Relevant Authority") having decided to take, institute, implement or
threaten any action, proceedings, suit, investigation, reference or
enquiry, or made, proposed or enacted any statute, regulation or order or
taken or proposed to take any other steps and there not continuing to be
outstanding any statute, legislation, regulation, decision or order
thereof, which would or might reasonably be expected to:
(i) make the Offers or their implementation or the Acquisition void,
unenforceable, prohibited and/or illegal under the laws of any
relevant jurisdiction or directly or indirectly restrain, restrict,
prohibit, delay or otherwise interfere with the implementation
thereof, or impose additional conditions or obligations with respect
thereto, or otherwise challenge or interfere with the Offers or
their implementation or the Acquisition;
(ii) require, prevent or materially delay the divestiture, or alter the
terms of any proposed divestiture, by Wooster or any member of the
Hartstone Group of all or any material part of their respective
businesses, assets or property or impose any limitation on the
ability of Wooster or any member of the Hartstone Group to conduct
any of their respective businesses or own or dispose of any of their
respective assets or property or any part thereof to an extent which
is material in the context of the Hartstone Group, taken as a whole;
(iii) impose any material limitation on, or result in a material delay in,
the ability of Wooster or any member of the Hartstone Group to
acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares or loans or
securities convertible into shares in any member of the Hartstone
Group or to exercise management control over any member of the
Hartstone Group;
(iv) except pursuant to Part XIIIA of the Companies Act, require Wooster
or any member of the Hartstone Group to acquire or offer to acquire
any shares or other securities (or their equivalent) or any interest
in any member of the Hartstone Group or any asset owned by any third
party (other than in implementation of the Offers or pursuant to
Rule 9 of the Code) or to sell or offer to sell any shares or other
securities (or their equivalent) or any interest in any assets owned
by Wooster or any member of the Hartstone Group where such
acquisition or sale would be material in the context of the
Hartstone Group, taken as a whole;
(v) impose any limitation on the ability of Wooster or any member of the
Hartstone Group to integrate or co-ordinate its business, or any
part of it, with all or any part of the business of Wooster or any
other member of the Hartstone Group to an extent which is material
in the context of the Hartstone Group, taken as a whole;
(vi) result in Wooster or any member of the Hartstone Group ceasing to be
able to carry on business under any name under which it presently
does so or ceasing to be able to use in its business any name, trade
mark or other intellectual property right which it at present uses
in each case to an extent which is material in the context of the
Hartstone Group, taken as a whole; or
(vii) otherwise adversely affect the business, assets, financial or
trading position, profits or prospects of any member of the
Hartstone Group or Wooster, in each case to an extent which is
material in the context of Wooster or the Hartstone Group, as the
case may be, taken as a whole,
and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, institute, implement or threaten
any such action, proceedings, suit, investigation, reference or enquiry or
otherwise intervene under the laws of any relevant jurisdiction in respect
of the Offers or in connection with the Acquisition or any part thereof or
any matter arising therefrom or relating thereto having expired, lapsed or
been terminated;
e. all filings, applications and/or notifications deemed necessary or
appropriate (including any national anti-trust, competition or merger
control filings) by Wooster having been made, and all necessary waiting and
other time periods (including extensions thereof) under any applicable
legislation or regulation of any relevant jurisdiction having expired,
lapsed or been terminated, and all statutory or regulatory obligations in
any relevant jurisdiction having been complied with, in each case in
respect of the Offers or in connection with the Acquisition or any part
thereof, or any matter arising therefrom or relating thereto where the
absence thereof would have a material adverse effect in the context of the
Offers;
f. all material authorisations, orders, recognitions, grants, consents,
licences, confirmations, certificates, clearances, permissions and
approvals deemed necessary or appropriate by Wooster in any jurisdiction
for, or in respect of, the Offers or in connection with the Acquisition or
any part thereof or any matter arising therefrom or relating thereto and to
carry on the business of Wooster or any member of the Hartstone Group
("Authorisations") having been obtained, in terms and in a form
satisfactory to Wooster, from all appropriate Relevant Authorities and from
any persons or bodies with whom Wooster or any member of the Hartstone
Group has entered into contractual arrangements, and any conditions or
obligations attached to any such Authorisations being in terms and in a
form satisfactory to Wooster, and all such Authorisations remaining in full
force and effect and there being no notice of an intention to revoke,
suspend, restrict, modify or not to renew any of the same and all necessary
statutory and regulatory obligations in any jurisdiction having been
complied with;
g. except as disclosed to Wooster in writing by or on behalf of Hartstone or
as disclosed in the latest published audited accounts of Hartstone or
publicly announced by Hartstone through a Regulatory Information Service
prior to 30 April 2004 there being no provision of any arrangement,
agreement, licence, permit, lease, franchise, instrument or authorisation
to which any member of the Hartstone Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or subject
and which, in consequence of the Offers or the Acquisition or any part
thereof or any matter arising therefrom or relating thereto or otherwise,
could or might reasonably be expected to, in each case to an extent which
is material in the context of the Hartstone Group, taken as a whole, result
in:
(i) any monies borrowed by, or other indebtedness (actual or contingent)
of, or any grant made or available to, any such member being or
becoming repayable or capable of being declared repayable
immediately or prior to their or its stated maturity or repayment
dates or the ability of any such member to borrow monies or to incur
any indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest over
the whole or any material part of the business, property or assets
of any such member or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable or
being capable of being enforced;
(iii) the rights, liabilities, obligations or interests of any such member
under any such arrangement, agreement, licence, permit, lease,
franchise, instrument or authorisation or the interests or business
of any such member in or with any other firm or body or person (or
any agreement or arrangement relating to such interests or business)
being terminated or modified or affected or any obligation or
liability arising or any action being taken or arising thereunder;
(iv) any assets or interest of any such member being or falling to be
disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged
other than in the ordinary course of business;
(v) any such member ceasing to be able to carry on business under any
name under which it presently does so or ceasing to be able to use
in its business any name, trade mark or other intellectual property
right which it at present uses, in each case on the same basis and
terms as at present apply;
(vi) the value or business, assets, financial or trading position,
profits or prospects of any such member being prejudiced or
adversely affected; or
(vii) the creation of any actual or contingent liabilities by any such
member other than in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, lease, franchise, instrument or authorisation
to which any member of the Hartstone Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject could
result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vii) of this condition (g);
h. except as publicly announced by Hartstone prior to 30 April 2004 through a
Regulatory Information Service, no member of the Hartstone Group having
since 31 March 2003:
(i) issued or agreed to issue, or authorised or proposed 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 (save for options
granted, and for any Ordinary Shares allotted upon exercise of
options granted, under the Hartstone Share Option Schemes or between
Hartstone and wholly-owned members of the Hartstone Group before 30
April 2004);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus in respect of shares, dividend or
other distribution, whether payable in cash or otherwise, other than
to Hartstone or wholly-owned members of the Hartstone Group;
(iii) otherwise than in the ordinary course of business, acquired or
disposed of or transferred, mortgaged or charged or created any
security interest over any asset or any right, title or interest in
any asset (including shares and trade investments) or merged with or
demerged any body corporate or authorised or proposed or announced
any intention to propose any merger, demerger, acquisition,
disposal, transfer, mortgage, charge or security interest in any
such case to an extent which is material in the context of the
Hartstone Group, taken as a whole;
(iv) issued, authorised or proposed or announced an intention to propose
the issue of any debentures or otherwise than in the ordinary course
of business become subject to any contingent liability or incurred
or increased any indebtedness or contingent liability in any such
case to an extent which is material in the context of the Hartstone
Group, taken as a whole;
(v) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital;
(vi) entered into or varied or authorised or become bound by or proposed
the entry into, or announced its intention to enter into or vary,
authorise or become bound by any contract, commitment, arrangement
or transaction (whether in respect of capital expenditure or
otherwise) other than in the ordinary course of business which is of
a long-term, onerous or unusual nature or magnitude or which results
or may result in any restriction of the scope of business currently
carried on by Wooster or any member of the Hartstone Group or which
involves or could involve an obligation of such a nature or
magnitude in each case which is material in the context of the
Hartstone Group, taken as a whole;
(vii) waived or compromised or settled any material claim in a manner
which is material in the context of the Hartstone Group, taken as a
whole;
(viii) implemented or authorised, effected, proposed or announced its
intention to implement or enter into any reconstruction,
amalgamation, scheme, commitment, transaction or arrangement
(otherwise than in the ordinary course of business) to an extent
which is material in the context of the Hartstone Group, taken as a
whole;
(ix) taken any corporate action or had any order made or legal
proceedings started or threatened against it for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the
appointment of any receiver, administrator, administrative receiver,
trustee or similar officer of all or any material part of its assets
and revenues or any analogous proceedings or similar event having
occurred in any jurisdiction or any analogous person having been
appointed in any jurisdiction;
(x) entered into or made an offer (which remains open for acceptance) to
enter into, or materially changed the terms of, any agreement,
contract, commitment or arrangement with any of the directors or
senior executives of any member of the Hartstone Group;
(xi) made, committed to make, authorised, proposed or announced an
intention to propose any change in its loan capital;
(xii) made or agreed or consented to any material change to the terms of
the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
of or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of
a trust corporation or allowed any deficit (actual or contingent) to
arise in relation to the funding of any such scheme;
(xiii) been unable, or having 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 which in
any case is material in the context of the Hartstone Group, taken as
a whole;
(xiv) made any alteration to its memorandum or articles of association, or
other incorporation documents other than pursuant to the
Resolutions; or
(xv) entered into any arrangement, contract, agreement or commitment or
passed any resolution or made any offer (which remains open for
acceptance) or proposal with respect to any of the transactions,
matters or events referred to in this condition (h);
i. since 31 March 2003, except as publicly announced by Hartstone through a
Regulatory Information Service prior to 30 April 2004:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading position, profits or
prospects of any member of the Hartstone Group which in any such
case is material in the context of the Hartstone Group, taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced or threatened by or
against or remaining outstanding against or in respect of any member
of the Hartstone Group or which may otherwise affect any such member
which in any such case might be likely materially and adversely to
affect the Hartstone Group, taken as a whole;
(iii) there having been no inquiry or investigation by or complaint or
reference to any Relevant Authority or other investigative body in
respect of any member of the Hartstone Group and no such inquiry,
investigation, complaint or reference having been threatened,
announced or instituted or remaining outstanding which in any such
case might be likely materially and adversely to affect the
Hartstone Group, taken as a whole;
(iv) no contingent or other liability having arisen or become apparent or
increased which has or might have an adverse effect on any member of
the Hartstone Group which is or would be material in the context of
the Hartstone Group, taken as a whole; and
(v) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence
held by any member of the Hartstone Group which is material in the
context of the Hartstone Group, taken as a whole;
j. Wooster not having discovered save as publicly announced by Hartstone
through a Regulatory Information Service prior to 30 April 2004 that any
financial or business information concerning any member of the Hartstone
Group as contained in the information disclosed to Wooster or publicly
disclosed at any time by or on behalf of any member of the Hartstone Group
is misleading, contains a misrepresentation of fact, or omits to state a
fact necessary to make that information not misleading which has not, prior
to 30 April 2004, been corrected by public announcement through a
Regulatory Information Service or that any member of the Hartstone Group or
any partnership in which any member of the Hartstone Group has a
substantial interest has any liability (contingent or otherwise) that has
not been so publicly announced in each case to an extent that is material
in the context of the Hartstone Group, taken as a whole;
k. Wooster not having discovered that:
(i) any past or present member of the Hartstone Group has not complied
with all applicable legislation, directives, regulations, common
laws, notices, orders, circulars or guidance notes of any applicable
jurisdiction with regard to the use, presence, treatment, handling,
storage, transport, disposal, discharge, spillage, leak or emission
of any waste or hazardous substance or any substance capable of
causing harm or damage to the environment, man, flora, fauna,
biodiversity, ecology or otherwise relating to environmental
matters, which non-compliance or any other use, presence, treatment,
handling, storage, transport, disposal, discharge, spillage, leak or
emission which has occurred would be likely to give rise to any
liability (whether actual or contingent) or cost on the part of any
member of the Hartstone Group; or
(ii) there has been any use, presence, treatment, handling, storage,
transport, disposal, discharge, spillage, emission or leak of any
waste or hazardous substance or any substance capable of causing
harm or damage to the environment, man, flora, fauna, biodiversity,
ecology or otherwise relating to environmental matters, from any
land, water or other asset owned, occupied or made use of or
controlled by any member of the Hartstone Group, or in which any
such member may have an interest, which would be likely to give rise
to any liability (whether actual or contingent) or cost on the part
of any member of the Hartstone Group; or
(iii) there is or is likely to be any liability (whether contingent or
otherwise) on the part of any member of the Hartstone Group to
improve or install new plant or equipment or to make good, repair,
reinstate or clean up any property, land or any waters now or
previously owned, occupied or made use of or controlled by any past
or present member of the Hartstone Group, or in which any such
member may now have or previously have had or be deemed to have or
have had an interest, under any past, present or future
environmental legislation, directives, regulations, common laws,
notices, circulars, guidance notes or orders or requirements of any
relevant authority, or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
or
(iv) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product,
by-product or process of manufacture or service or materials used
therein now or previously manufactured, supplied, sold or in any way
dealt with or handled by any past or present member of the Hartstone
Group,
in each case to an extent which is material in the context of the Hartstone
Group, taken as a whole.
For the purposes of these conditions, the "Acquisition" shall mean the
acquisition or proposed acquisition of any Hartstone Shares or the acquisition
of any interest in or control of any member of the Hartstone Group by Wooster.
Wooster reserves the right to waive, in whole or in part, all or any of the
conditions set out above other than condition (a).
Wooster shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (k) inclusive by a date earlier than the latest date specified
in paragraph 3 below for the satisfaction thereof, notwithstanding that such
condition or the other conditions of the Ordinary Offer may at such earlier date
have been waived or satisfied and that there are at such earlier date no
circumstances indicating that any such conditions may not be capable of
satisfaction. If Wooster is required by the Panel to make an offer for Ordinary
Shares under the provisions of Rule 9 of the Code, Wooster may make such
alterations to the above conditions, including condition (a), as are necessary
to comply with the provisions of that Rule.
2. Conditions of the Preference Offer
The Preference Offer is conditional only upon the Ordinary Offer having become
or being declared unconditional in all respects.
3. Certain further terms of the Offers
The Offers will lapse unless all of the conditions set out above (other than
condition (a) to the Ordinary Offer) are satisfied or (if capable of waiver)
waived or, where appropriate, determined by Wooster in its reasonable opinion to
be or to remain satisfied, by midnight on the later of the date which is 21 days
after the First Closing Date and the date on which the Ordinary Offer becomes or
is declared unconditional as to acceptances, or such later date as Wooster may,
with the consent of the Panel, decide.
If the Offers lapse, the Offers will cease to be capable of further acceptance
and Wooster and accepting Ordinary Shareholders and accepting Preference
Shareholders shall then cease to be bound by acceptances submitted at or before
the time when the Offers so lapse.
The Hartstone Shares will be acquired by Wooster under the Offers fully paid and
free from all liens, equities, mortgages, charges, encumbrances and other third
party rights and interests and together with all rights now or hereafter
attaching thereto, including all voting rights and the right to receive and
retain in full all dividends and other distributions accrued, announced,
declared, made or paid on or after the date of this announcement, together with
all interest accrued thereon, including the accrued but unpaid fixed cumulative
preferential dividend (and interest thereon) payable on the Preference Shares.
The Offers will be on the terms and will be subject, inter alia, to the
conditions set out in this announcement and such other terms as may be set out
in the Offer Document or as may be required to comply with the provisions of the
Code. The Offers and any acceptances and elections thereunder will be governed
by English law.
The making of the Offers in, or to holders of Hartstone Shares resident in, or
citizens or nationals of, jurisdictions outside the UK, or to persons who are
custodians, nominees or trustees for citizens or nationals or residents of
jurisdictions outside the UK ("overseas persons") may be prohibited or affected
by the laws of the relevant overseas jurisdiction. Such overseas persons should
inform themselves about and observe any applicable legal requirement. It is the
responsibility of any such overseas persons wishing to accept the Offers to
satisfy himself/herself as to full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or duties due in that jurisdiction. Any such overseas
person will be responsible for any such issue, transfer or other taxes or duties
by whomsoever payable and Wooster and Hawkpoint (and any person acting of behalf
of either of them) shall be fully indemnified and be held harmless by such
overseas person for any such issue, transfer or other taxes or duties or other
requisite payments as Wooster or Hawkpoint may be required to pay.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) The value placed by the Offers on the existing issued ordinary and
preference share capital of Hartstone and other statements made by reference
to the existing issued share capital of Hartstone are based upon 158,487,044
Ordinary Shares and 9,997,828 Preference Shares in issue on 29 April 2004,
being the latest practicable date prior to this announcement.
(b) Historic share prices are sourced from the Daily Official List and represent
middle-market closing prices for Ordinary Shares and Preference Shares on
the relevant dates.
(c) Unless otherwise stated, the financial information relating to Hartstone and
Aigner is extracted or derived from Hartstone's audited annual accounts and
unaudited interim accounts.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"AIM" the AIM market of the London Stock Exchange
"Board of the board of directors of Wooster
Wooster"
"business day" any day, other than a Saturday or Sunday or a public holiday
in the UK, consisting of the time period from 12:01 a.m.
until and including 12:00 midnight (London time)
"Code" The City Code on Takeovers and Mergers
"Companies Act" The Companies Act 1985, as amended
"Daily Official the daily official list of the London Stock Exchange
List"
"First Closing 21 days following posting of the Offer Document or, if
Date" later, the date for which the Shareholder Meetings are
convened
"Forms of the forms of acceptance, authority and election relating to
Acceptance" the Offers which will be issued with the Offer Document for
use by Hartstone Shareholders in connection with the
Offers
"Hartstone" or the The Hartstone Group PLC
"Company"
"Hartstone the board of directors of Hartstone
Directors" or
"Directors of
Hartstone" or
"Board of
Hartstone"
"Hartstone Group" Hartstone and its subsidiary undertakings
or "Group"
"Hartstone holders of options or conditional share awards under the
Optionholders" or Hartstone Share Option Schemes
"Optionholders"
"Hartstone holders of Hartstone Shares
Shareholders"
"Hartstone Share The Hartstone Group PLC 1989 Executive Share Option Scheme,
Option Schemes" The Hartstone Group PLC Sharesave Scheme, and The Hartstone
Group PLC International Share Option Scheme
"Hartstone the Ordinary Shares and the Preference Shares or, as the
Shares" context may require, some of them
"Hawkpoint" Hawkpoint Partners Limited, financial adviser to Wooster
"London Stock London Stock Exchange plc
Exchange"
"Offer Document" the document to be despatched to Hartstone Shareholders
containing and setting out the terms and conditions of the
Offers and, where appropriate, any other document(s)
containing the full terms and conditions of the Offers
"Offers" the Ordinary Offer and the Preference Offer
"Ordinary Offer" the recommended cash offer to be made by Hawkpoint on behalf
of Wooster to acquire all of the Ordinary Shares on the
terms and subject to the conditions to be set out in the
Offer Document and the Forms of Acceptance including, where
the context so requires, any subsequent revision, variation,
extension or renewal of, or election available under, such
offer
"Ordinary holders of Ordinary Shares
Shareholders"
"Ordinary Shares" the unconditionally allotted or issued and fully paid
ordinary shares of 1 penny each in the capital of the
Company and any further such shares which are
unconditionally allotted or issued prior to the time at
which the Offers cease to be open for acceptance (or,
subject to the provisions of the Code, such earlier time and
/or date as Wooster may decide)
"Panel" The Panel on Takeovers and Mergers
"Preference the recommended cash offer to be made by Hawkpoint on behalf
Offer" of Wooster to acquire all of the Preference Shares on the
terms and subject to the conditions to be set out in the
Offer Document and the Forms of Acceptance including, where
the context so requires, any subsequent revision, variation,
extension or renewal of, or election available under, such
offer
"Preference holders of Preference Shares
Shareholders"
"Preference the unconditionally allotted or issued and fully paid
Shares" cumulative convertible redeemable preference shares of 10
pence each in the capital of the Company and any further
such shares which are unconditionally allotted or issued
prior to the time at which the Offers cease to be open for
acceptance (or, subject to the provisions of the Code, such
earlier time and/or date as Wooster may decide)
"Resolutions" such resolution or resolutions as may be necessary or
desirable to vary the rights attaching to the Preference
Shares in order to amend the date to which the fixed
preferential dividend will accrue, to reduce the amount
payable on redemption thereof or in respect of a return of
capital thereon to 95 pence per share (inclusive of arrears
of dividend thereon (and interest in respect thereof) and
accruals of dividend), to remove the right of Preference
Shareholders to redeem or convert their Preference Shares in
the event of an offer for Hartstone, or otherwise to
facilitate the Offers, in each case, conditionally on the
Offers becoming wholly unconditional, save for the condition
relating to the passing of such resolutions
"Shareholder an extraordinary general meeting of Hartstone and separate
Meetings" class meetings of the Ordinary Shareholders and Preference
Shareholders duly convened and held for the purpose of
considering and, if thought fit, passing the Resolutions
"#" or "Sterling" pounds sterling, the lawful currency of the United Kingdom
"Strand Partners" Strand Partners Limited, financial adviser to Hartstone
"subsidiary", shall be construed in accordance with the Companies Act (but
"subsidiary for this purpose ignoring paragraph 20(1)(b) of and Schedule
undertaking", 4A of the Companies Act)
"associated
undertaking" or
"undertaking"
"United Kingdom" or the United Kingdom of Great Britain and Northern Ireland
"UK"
"Wooster" Wooster Investments Pty Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
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