RNS Number:8029N
FIMBank (UK) Ltd
22 July 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE 22 July 2003
Recommended cash offer
by WestLB
on behalf of
FIMBank (UK) Limited,
a wholly owned subsidiary of
First International Merchant Bank p.l.c. ,
for London Forfaiting Company Plc
Summary
* The Boards of London Forfaiting and FIMBank (UK) (a wholly owned
subsidiary of FIMBank) announce the terms of a recommended cash offer, to be
made by WestLB on behalf of FIMBank (UK), for the entire issued and to be
issued share capital of London Forfaiting.
* The Offer will be 29.5 pence in cash for each London Forfaiting Share.
* The Offer values the entire existing issued share capital of London
Forfaiting at #30.9 million . The consideration payable under the Offer
represents a premium of 119 per cent. to the Closing Price of 13.5 pence per
London Forfaiting Share on 27 September 2002 (the last dealing day prior to
the announcement by the Board of London Forfaiting that it had appointed
advisers with a view to a sale of London Forfaiting).
* The Directors of London Forfaiting intend unanimously to recommend that
London Forfaiting Shareholders accept the Offer, as they have irrevocably
undertaken to do in respect of the London Forfaiting Shares in which they
are interested representing, in aggregate, approximately 13.3 per cent. of
the issued London Forfaiting Shares.
* In addition, FIMBank (UK) has received undertakings from certain
institutional and other shareholders to accept the Offer in respect of a
further 25,030,077 London Forfaiting Shares, representing, in aggregate,
approximately 23.9 per cent. of the issued London Forfaiting Shares.
* Accordingly, FIMBank (UK) has received undertakings to accept the Offer in
respect of a total of 38,970,897 London Forfaiting Shares, representing in
aggregate approximately 37.2 per cent. of the issued London Forfaiting
Shares. Further details of these undertakings are set out in the full text
of this announcement.
Commenting on the Offer, Najeeb Al-Saleh, Chairman of FIMBank and of FIMBank
(UK), said:
"The acquisition of London Forfaiting will bring an established name in trade
finance to the FIMBank Group and will enable us to accelerate the growth of our
forfaiting business"
Enquiries
FIMBank - Margrith Lutschg-Emmenegger +356 23 280 180
WestLB - Frank Malone, Ian Soanes 020 7020 4000
Dawnay, Day - Gerald Raingold, David Floyd 020 7509 4570
London Forfaiting - Stathis Papoutes 020 7481 3410
Kinmont - Gavin Kelly, Fraser Shand 020 7493 8488
This summary should be read in conjunction with the full text of the following
announcement.
WestLB, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for FIMBank and FIMBank (UK) as financial adviser (within the
meaning of the Rules of the FSA) and for no one else in connection with the
Offer and will not be responsible to anyone other than FIMBank and FIMBank (UK)
for providing the protections afforded to its customers or for providing advice
in relation to the Offer.
Dawnay, Day, authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for FIMBank and FIMBank (UK) as financial adviser (within the
meaning of the Rules of the FSA) and for no one else in connection with the
Offer and will not be responsible to anyone other than FIMBank and FIMBank (UK)
for providing the protections afforded to its customers or for providing advice
in relation to the Offer.
Kinmont, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for London Forfaiting as financial adviser (within the meaning of
the Rules of the FSA) and for no one else in connection with the Offer and will
not be responsible to anyone other than London Forfaiting for providing the
protections afforded to its customers or for providing advice in relation to the
Offer.
Intelli, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for London Forfaiting as financial adviser (within the meaning of
the Rules of the FSA) and for no one else in connection with the Offer and will
not be responsible to anyone other than London Forfaiting for providing the
protections afforded to its customers or for providing advice in relation to the
Offer.
The Offer will not be made, directly or indirectly, in, into or from or by the
use of the mails or any means of instrumentality (including without limitation,
facsimile transmission, telex, telephone or internet) of the United States, or
in, into or from Canada, Australia or Japan or any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not distribute or send it in,
or into or from the United States, Australia, Canada or Japan.
This announcement does not constitute or form part of an offer or an invitation
to purchase securities.
The attention of shareholders of London Forfaiting and shareholders of FIMBank
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. An offer period was deemed to have commenced on 30 September 2002 when
London Forfaiting announced that the London Forfaiting Board had appointed
advisers with a view to a sale of London Forfaiting.
The disclosure requirements referred to below are set out in more detail in Rule
8 of the Code. In particular, Rule 8.3 of the Code requires public disclosure of
dealings during an offer period by persons who own or control or would as a
result of a transaction, own or control 1 per cent. or more of any class of the
relevant securities.
Note 5 to Rule 8 of the Code specifies the details that are to be included in a
disclosure and makes reference to the Dealing Disclosure Form required to be
submitted, copies of which may be obtained from the Panel at the address
specified below or from the Panel's website, www.thetakeoverpanel.org.uk. A copy
of the entire Code may also be found at the Panel's website, for further
information.
The obligation for disclosure during the Offer Period commenced on 30 September
2002 in relation to dealings in London Forfaiting and will conclude on the date
on which the Offer becomes or is declared unconditional in all respects, or on
the date on which the Offer lapses. Disclosure should be made on a Dealing
Disclosure Form by no later than 12 noon on the business day following the date
of the dealing transaction. These disclosures should be made through a
regulatory information service such as the Regulatory News Service of the London
Stock Exchange, by fax (fax number: +44 (0)20 7588 6057) or by electronic
delivery on the appropriate form with a copy sent to the Panel (fax number: +44
(0)20 7256 9386, e-mail: monitoring@disclosure.org.uk). If you are in any doubt
as to the action that you should take with regard to Rule 8 of the Code, you are
requested to contact the Panel on (020) 7382 9026 for further information.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE 22 July 2003
Recommended cash offer
by WestLB
on behalf of
FIMBank (UK) Limited,
a wholly owned subsidiary of
First International Merchant Bank p.l.c.,
for London Forfaiting Company Plc
1. Introduction
The Boards of London Forfaiting and FIMBank (UK) (a wholly owned subsidiary of
FIMBank) announce that they have reached agreement on the terms of a recommended
cash offer of 29.5 pence per London Forfaiting Share, to be made by WestLB on
behalf of FIMBank (UK) for the entire issued and to be issued share capital of
London Forfaiting.
The Offer values the entire existing issued share capital of London Forfaiting
at #30.9 million. The consideration payable under the Offer of 29.5 pence per
London Forfaiting Share represents a premium of 119 per cent. to the Closing
Price of 13.5 pence per London Forfaiting Share on 27 September 2002 (the last
business dealing day prior to the announcement by the Board of London Forfaiting
that it had appointed advisers with a view to the sale of London Forfaiting).
FIMBank is a niche international trade finance business which is based in Malta
and listed on the Malta Stock Exchange. FIMBank (UK) is a wholly owned
subsidiary of FIMBank formed for the purpose of making the Offer. The
acquisition of London Forfaiting will bring an established name in forfaiting to
the FIMBank Group and, the Directors of FIMBank believe, enable FIMBank to
accelerate the growth of its forfaiting business.
2. The Offer
The Offer, which will be made on the terms and subject to conditions set out in
Appendix I to this announcement and, together with those further terms to be
contained in the Offer Document and related Form of Acceptance, will be to
acquire all of the London Forfaiting Shares, together with any to be issued
London Forfaiting Shares, on the following basis:
for each London Forfaiting Share 29.5 pence in cash.
The London Forfaiting Shares which are subject of the Offer will be acquired by
FIMBank (UK) fully paid and free from all liens, charges, equitable interests,
encumbrances and other interests, together with all rights now or hereafter
attaching thereto, including the right to receive and retain all dividends and
other distributions declared, paid or made after the date of this announcement.
The Offer will extend to all London Forfaiting Shares unconditionally allotted
or issued on the date on which the Offer is made and any further London
Forfaiting Shares unconditionally allotted or issued while the Offer remains
open for acceptance (or such earlier date as FIMBank (UK) may, subject to the
Code, decide).
3. Shareholdings and irrevocable undertakings
Neither FIMBank nor FIMBank (UK) currently own any London Forfaiting Shares.
FIMBank (UK) has received irrevocable undertakings from the Directors of London
Forfaiting in respect of the holdings of London Forfaiting Shares in which they
are interested amounting, in aggregate, to 13,940,820 London Forfaiting Shares,
representing approximately 13.3 per cent. of the issued London Forfaiting
Shares. The terms of these irrevocable undertakings require acceptance of the
Offer unless the Offer is withdrawn or lapses or ceases to be capable of being
declared unconditional. These undertakings remain binding in the event that a
competing offer is announced.
In addition, FIMBank (UK) has received further irrevocable undertakings from
certain institutional and other shareholders to accept the Offer in respect of a
further 25,030,077 London Forfaiting Shares, representing, in aggregate,
approximately 23.9 per cent. of the issued London Forfaiting Shares. These
comprise an undertaking from Schroder Investment Management Limited ("SIM") in
respect of 10,580,200 London Forfaiting Shares, an undertaking from INVESCO
Asset Management Limited ("INVESCO") in respect of 12,216,577 London Forfaiting
Shares and an undertaking from Gartmore Investment Limited ("Gartmore") in
respect of 2,233,300 London Forfaiting Shares. These irrevocable undertakings
will remain binding except if, in the case of the undertaking from INVESCO, any
competing offer is made, or in the case of the irrevocable undertakings from SIM
and Gartmore, a competing offer is made at a price per London Forfaiting Share
of 34 pence or more, in all cases where the competing offer is made by a third
party unconnected with FIMBank (UK).
Accordingly, FIMBank (UK) has received undertakings to accept the Offer in
respect of a total of 38,970,897 London Forfaiting Shares, representing in
aggregate approximately 37.2 per cent. of the issued London Forfaiting Shares.
Full details of these undertakings will be set out in the Offer Document.
4. Background to, and reasons for, recommending the Offer
Trading and funding possibilities became more difficult for an independent
forfaiting company such as London Forfaiting after the onset of the emerging
markets crises in 1997 and the Board of London Forfaiting believe that these
circumstances have contributed to London Forfaiting's share price regularly
trading at a large discount to its net asset value. This led the Board of London
Forfaiting to question the benefits of continuing as an independent listed
entity and to consider whether the business would prosper more as a part of a
larger group. The Board of London Forfaiting announced on 30 September 2002 that
it believed London Forfaiting should find a suitable banking or international
finance partner which could provide funding support for growth of its business.
Indicative offers for London Forfaiting were invited accordingly.
The Board of London Forfaiting has scaled back its business in recent months to
focus on its core strengths, reduce the breadth of its operations and increase
its value to a potential acquirer. As a result, the Board of London Forfaiting
has been able to secure the Offer at a price which values each share in London
Forfaiting at a premium of 119 per cent. to the Closing Price on the dealing day
before the decision to seek a buyer for London Forfaiting was announced.
The Board of London Forfaiting's recommendation of the Offer is the culmination
of an extensive process to secure the most attractive opportunity available for
the benefit of London Forfaiting Shareholders.
5. Recommendation
The Directors of London Forfaiting, who have been so advised by Kinmont and
Intelli, consider the terms of the Offer to be fair and reasonable. Accordingly,
they intend unanimously to recommend that London Forfaiting Shareholders accept
the Offer as they have irrevocably undertaken to do in respect of all the London
Forfaiting Shares in which they are interested amounting to 13,940,820 London
Forfaiting Shares in aggregate, representing approximately 13.3 per cent. of the
current issued share capital of London Forfaiting. In providing their advice to
the Directors of London Forfaiting, Kinmont and Intelli have taken into account
the commercial assessments of the Directors of London Forfaiting.
6. Information on FIMBank, FIMBank (UK) and financing
FIMBank's core activity is the provision of global trade finance services to
banks and corporates. The company, which is listed on the Malta Stock Exchange,
was established in Malta in November 1994 as a trade finance bank.
FIMBank operates from its head office in Malta and has a representative office
in London. It has grown strongly since its formation and the FIMBank Directors
expect that growth to continue as the company seeks to extend its services to
new markets in selected geographical areas, expand its customer base in existing
markets, expand the provision of specialised trade finance services to other
banks in selected niche markets, and extend its trade related range of services.
The FIMBank Board plans to position the bank as a specialised institution
offering niche services rather than competing directly with larger institutions
offering a broad range of financial products.
FIMBank (UK) is a private limited company incorporated in England and Wales on 7
July 2003 and is registered under the Companies Act. FIMBank (UK) is a wholly
owned subsidiary of FIMBank and was incorporated at its direction for the
purpose of making the Offer. FIMBank (UK) has not carried on any business since
its incorporation other than in connection with the Offer.
The Offer will be funded through a combination of FIMBank's own resources and a
new debt facility. Further information on FIMBank (UK) and the financing of the
consideration payable under the Offer will be set out in the Offer Document.
7. Information on London Forfaiting
London Forfaiting was formed in 1984 and provides financial services in
connection with international trade through a world-wide network of offices. It
is an established participant in the global forfaiting market. London
Forfaiting's main activities are purchasing bills of exchange, promissory notes,
deferred payment letters of credit and transferable financial loans from
exporters or their banks, and subsequently selling them to investing
institutions. London Forfaiting employs 63 professionals of many nationalities
and has marketing offices across the world in Milan, Dusseldorf, New York,
Prague, Paris, Sao Paulo, Helsinki, Istanbul and Moscow.
8. London Forfaiting management and employees
The Directors of London Forfaiting have agreed to resign from the Board of
London Forfaiting as soon as the Offer becomes or is declared unconditional in
all respects. Conditional compromise agreements have been entered into with the
executive Directors of London Forfaiting, further details of which will be set
out in the Offer Document. In the case of Simon Lay, although he will resign
from the Board, he will continue as an employee of the London Forfaiting Group.
London Forfaiting's activities have been scaled back considerably in recent
months leaving the company with a cost base which is not supported by its
revenues. FIMBank expects to improve London Forfaiting's performance by growing
the business once again but also by reducing costs.
The Board of FIMBank has given assurances to the Board of London Forfaiting that
following the Offer becoming or being declared unconditional in all respects,
the existing employment rights, including the pension rights, of all London
Forfaiting employees will be fully safeguarded.
9. Inducement fee
Since the announcement on 30 September 2002 that the Directors of London
Forfaiting were seeking offers for London Forfaiting, the Directors of London
Forfaiting have had discussions with a number of potential offerors but no
formal offer has previously been made.
FIMBank recently approached the Directors of London Forfaiting with a proposal
which was subject to, amongst other things, agreeing an inducement fee
arrangement. As a result, London Forfaiting has agreed to pay a fee of #310,000
to FIMBank in certain circumstances in the event that the Offer fails to become
unconditional. Further details of this arrangement will be set out in the Offer
Document.
The Directors of London Forfaiting are satisfied that entering into this
inducement fee arrangement will enable the Offer to be made. Accordingly, the
Directors of London Forfaiting, advised by Kinmont and Intelli, consider the
inducement fee arrangement to be in the best interest of London Forfaiting
Shareholders.
10. Disclosure of interests in London Forfaiting
Save for the irrevocable undertakings referred to herein, neither FIMBank,
FIMBank (UK), nor any of their respective Directors, nor so far as the Directors
of FIMBank and FIMBank (UK) are aware, any person acting in concert with FIMBank
and FIMBank (UK) for the purposes of the Offer, owns or controls or holds an
option to purchase, or has any arrangement in relation to London Forfaiting
Shares or any securities convertible or exchangeable into London Forfaiting
Shares or options (included traded options) in respect of, or has entered into
any derivative referenced to, any such shares. For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to London Forfaiting Shares
which may be an inducement to deal or to refrain from dealing in such shares.
11. Compulsory acquisition, delisting, and cancellation of trading
If FIMBank (UK) receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the London Forfaiting Shares to
which the Offer relates, FIMBank (UK) intends to exercise its rights pursuant to
the provisions of sections 428 to 430F (inclusive) of the Act compulsorily to
acquire the remaining London Forfaiting Shares to which the Offer relates.
Furthermore, once the Offer becomes or is declared unconditional in all
respects, FIMBank (UK) intends to procure the making of applications by London
Forfaiting to the UKLA for the cancellation of the listing of London Forfaiting
Shares on the Official List and to the London Stock Exchange for the
cancellation of trading of London Forfaiting Shares on its market for listed
securities. It is anticipated that such cancellations will take effect no
earlier than 20 business days after the date on which the Offer becomes or is
declared unconditional in all respects. Delisting would significantly reduce the
liquidity and marketability of any London Forfaiting Shares not assented to the
Offer.
It is also proposed that, following the Offer becoming or being declared
unconditional in all respects and after the London Forfaiting Shares are
delisted, London Forfaiting will be re-registered as a private company under the
relevant provisions of the Act.
12. General
The Offer Document containing the full terms of the Offer will be posted to
London Forfaiting Shareholders as soon as practicable. The conditions to the
Offer are set out in Appendix I and, together with certain further terms of the
Offer, will be set out in full in the Offer Document and related Form of
Acceptance.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the Offer will
not be made, directly or indirectly, in, into or from or by the use of the mails
or any means of instrumentality (including without limitation, facsimile
transmission, telex, telephone or internet) the United States, or in, into or
from Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia or
Japan. Persons receiving this announcement (including without limitation
custodians, nominees and trustees) must not distribute or send it in, or into or
from the United States, Australia, Canada or Japan.
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
shareholders will be contained in the Offer Document.
Enquiries
FIMBank - Margrith Lutschg-Emmenegger +356 23 280 180
WestLB - Frank Malone, Ian Soanes 020 7020 4000
Dawnay, Day - Gerald Raingold, David Floyd 020 7509 4570
London Forfaiting - Stathis Papoutes 020 7481 3410
Kinmont - Gavin Kelly 020 7493 8488
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made by the Offer Document
and related Form of Acceptance.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and related Form of
Acceptance. London Forfaiting Shareholders who accept the Offer may only rely on
the Offer Document and related Form of Acceptance for all the terms and
conditions of the Offer. In deciding whether or not to accept the Offer in
relation to their London Forfaiting Shares, London Forfaiting Shareholders
should rely only on the information contained, and procedures described, in the
Offer Document and related Form of Acceptance. London Forfaiting Shareholders
are strongly advised to read the Offer Document when it is available because it
will contain important information.
WestLB, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for FIMBank and FIMBank (UK) as financial adviser (within the
meaning of the Rules of the FSA) and for no one else in connection with the
Offer and will not be responsible to anyone other than FIMBank and FIMBank (UK)
for providing the protections afforded to its customers or for providing advice
in relation to the Offer.
Dawnay, Day, authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for FIMBank and FIMBank (UK) as financial adviser (within the
meaning of the Rules of the FSA) and for no one else in connection with the
Offer and will not be responsible to anyone other than FIMBank and FIMBank (UK)
for providing the protections afforded to its customers or for providing advice
in relation to the Offer.
Kinmont, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for London Forfaiting as financial adviser (within the meaning of
the Rules of the FSA) and for no one else in connection with the Offer and will
not be responsible to anyone other than London Forfaiting for providing the
protections afforded to its customers or for providing advice in relation to the
Offer.
Intelli, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for London Forfaiting as financial adviser (within the meaning of
the Rules of the FSA) and for no one else in connection with the Offer and will
not be responsible to anyone other than London Forfaiting for providing the
protections afforded to its customers or for providing advice in relation to the
Offer.
The Offer will not be made, directly or indirectly, in, into or from or by the
use of the mails or any means of instrumentality (including without limitation,
facsimile transmission, telex, telephone or internet) the United States, or in,
into or from Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not distribute or send it in,
or into or from the United States, Australia, Canada or Japan.
The attention of shareholders of London Forfaiting and shareholders of FIMBank
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. An offer period was deemed to have commenced on 30 September 2002 when
London Forfaiting announced that the London Forfaiting Board was seeking a buyer
for London Forfaiting.
The disclosure requirements referred to below are set out in more detail in Rule
8 of the Code. In particular, Rule 8.3 of the Code requires public disclosure of
dealings during an offer period by persons who own or control or would as a
result of a transaction, own or control 1 per cent. or more of any class of the
relevant securities.
Note 5 to Rule 8 of the Code specifies the details that are to be included in a
disclosure and makes reference to the Dealing Disclosure Form required to be
submitted, copies of which may be obtained from the Panel at the address
specified below or from the Panel's website, www.thetakeoverpanel.org.uk. A copy
of the entire Code may also be found at the Panel's website, for further
information.
The obligation for disclosure during the Offer Period commenced on 30 September
2002 in relation to dealings in London Forfaiting and will conclude on the date
on which the Offer becomes or is declared unconditional in all respects, or on
the date on which the Offer lapses. Disclosure should be made on a Dealing
Disclosure Form by no later than 12 noon on the business day following the date
of the dealing transaction. These disclosures should be made via a regulatory
information service such as the Regulatory News Service of the London Stock
Exchange, by fax (fax number: +44 (0)20 7588 6057) or by electronic delivery on
the appropriate form with a copy sent to the Panel (fax number: +44 (0)20 7256
9386, e-mail: monitoring@disclosure.org.uk). If you are in any doubt as to the
action that you should take with regard to Rule 8 of the Code you are requested
to contact the Panel on (020) 7382 9026 for further information.
Appendix I
Conditions to and certain further terms of the Offer
The Offer, which will be made by WestLB on behalf of FIMBank (UK) will comply
with all applicable rules and regulations of the FSA, the London Stock Exchange
and the Code and will be subject to the terms and conditions to be set out in
full in the Offer Document and Form of Acceptance, including the following
conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the date falling 21 days after
the date on which the Offer Document is posted (the "First Closing
Date") (or such later time(s) and/or date(s) as FIMBank (UK) may, with
the consent of the Panel or in accordance with the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as
FIMBank (UK) may decide) in nominal value of the London Forfaiting
Shares to which the Offer relates, provided that this condition shall
not be satisfied unless FIMBank (UK) and/or any other members of the
FIMBank Group shall have acquired, or agreed to acquire, whether
pursuant to the Offer or otherwise, London Forfaiting Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of London Forfaiting; for the purposes
of this condition:
(i) shares which have been unconditionally allotted but not
issued before the date on which the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will
carry on being entered into the register of members of London
Forfaiting; and
(ii) the expression "London Forfaiting Shares to which the
Offer relates" shall be construed in accordance with sections
428 to 430F (inclusive) of the Act, as amended;
(b) the Malta Financial Services Authority, in its capacity as the
component authority under the Banking Act, 1994 approving, in terms
reasonably satisfactory to FIMBank (UK), the proposed acquisition of
London Forfaiting by the FIMBank (UK),
(c) save as disclosed, there being no provision of any agreement,
arrangement, lease, licence, permit, joint venture, franchise agreement,
partnership or other instrument to which any member of the wider London
Forfaiting Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject or any circumstance which
in consequence of the Offer or the proposed acquisition of any London
Forfaiting Shares or any part thereof or other securities in London
Forfaiting or because of a change in the control or management of London
Forfaiting or otherwise, might reasonably be expected to result in:
(i) any moneys borrowed by or any other indebtedness (actual
or contingent) of, or grant available to any such member, being
or becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or inhibited or
being (of capable of becoming or being) withdrawn or inhibited;
(ii) any such agreement, arrangement, lease, licence,
permit, joint venture, franchise agreement, partnership or
instrument or the rights, liabilities, obligations or interests
of any such member thereunder being or becoming capable of being
terminated or revoked or modified or affected or any obligation
or liability arising or any action being taken thereunder;
(iii) any assets or interests of, or any asset the use of
which is enjoyed by 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
or ceasing to be available to any such member;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the
business, property or assets of any such member or any such
mortgage, charge or security becoming enforceable;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or company (or any arrangement or arrangements
relating to any such interest or business) being terminated,
adversely modified or affected;
(vi) the business of any such member or the value or
financial or trading position or prospects of any such member
being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on all or
any material part of its business under any name, trademark or
trade name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any
such member,
in any such case, to an extent which would be material in the context of
the wider London Forfaiting Group taken as a whole or to the financing
of the Offer and no event having occurred which, under any provision of
any agreement, arrangement, lease, licence, permit, joint venture,
franchise agreement, partnership or other instrument to which any member
of the wider London Forfaiting Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject,
could result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (c);
(d) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative
body, court, trade agency, professional association, institution or any
other body or person whatsoever in any jurisdiction (each a "Third
Party") having prior to the date on which the Offer becomes
unconditional in all respects decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of
the wider FIMBank Group or any member of the wider London
Forfaiting Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses
(or any of them) or to own any of their respective assets or
properties or any part thereof;
(ii) require, prevent or delay the divestiture by any member
of the wider FIMBank Group of any shares or other securities (or
equivalent) in London Forfaiting;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the wider FIMBank Group directly or
indirectly to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in
respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the
wider London Forfaiting Group or the wider FIMBank Group or to
exercise management control over any such member;
(iv) otherwise adversely affect the business, assets,
profits or prospects of any member of the wider FIMBank Group or
of any member of the wider London Forfaiting Group;
(v) make the Offer or its implementation or the acquisition
or proposed acquisition by FIMBank or any member of the wider
FIMBank Group of any shares or other securities in, or control
of London Forfaiting void, illegal, and/or unenforceable under
the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise
interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or
interfere therewith;
(vi) save pursuant to the Offer or Part XIIIA of the Act or
the Code, require any member of the wider FIMBank Group or the
wider London Forfaiting Group to offer to acquire any shares or
other securities (or the equivalent) or interest in any member
of the wider London Forfaiting Group or the wider FIMBank Group
owned by any third party;
(vii) impose any limitation on the ability of any member of
the wider London Forfaiting Group or the wider FIMBank Group to
integrate or co-ordinate its business, or any part of it, with
the businesses of any other members of such groups; or
(viii) result, directly or indirectly, in any member of the
wider London Forfaiting Group ceasing to be able to carry on all
or any part of its business under any name, trade name or trade
mark under which it presently does so; or
(ix) result, directly or indirectly, in delay in the ability
of any member of the wider FIMBank Group or render any such
member unable to acquire some or all of the London Forfaiting
Shares, or control London Forfaiting,
in any such case, to an extent which would be material in the context of
the wider FIMBank Group taken as a whole or to the financing of the
Offer and all applicable waiting and other time periods during which any
such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step
under the laws of any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any London Forfaiting Shares
having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in
connection with the Offer and all statutory or regulatory obligations in
any jurisdiction having been complied with in all material respects in
connection with the Offer or the acquisition by any member of the wider
FIMBank Group of any shares or other securities in, or control of,
London Forfaiting and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by FIMBank (UK) or any member
of the wider FIMBank Group for or in respect of the Offer including
without limitation, its implementation and financing or the proposed
acquisition of any shares or other securities in, or control of, London
Forfaiting by any member of the wider FIMBank Group having been obtained
in terms and in a form reasonably satisfactory to FIMBank (UK) from all
appropriate Third Parties or persons with whom any member of the wider
London Forfaiting Group has entered into contractual arrangements and
all such authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals together
with all material authorisations orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the wider London
Forfaiting Group remaining in full force and effect and all filings
necessary for such purpose have been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same at
the time at which the Offer becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having
been complied with;
(f) except as disclosed, no member of the wider London Forfaiting
Group having, since 31 December 2002:
(i) save as between London Forfaiting and wholly-owned
subsidiaries of London Forfaiting or for London Forfaiting
Shares issued pursuant to the exercise of options granted under
any share option scheme of London Forfaiting, issued, authorised
or proposed the issue of additional shares of any class;
(ii) save as between London Forfaiting and wholly-owned
subsidiaries of London Forfaiting or for the grant of options
under any share option scheme of London Forfaiting, issued or
agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or
options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of the London Forfaiting
Group, recommended, declared, paid or made or proposed to
recommend, declare, pay or make any capitalisation issue,
dividend or other distribution whether payable in cash or
otherwise;
(iv) save for intra-London Forfaiting Group transactions,
merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or
interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interest, in each case, other than
in the ordinary course of business;
(v) save for intra-London Forfaiting Group transactions,
made or authorised or proposed or announced an intention to
propose any change in its loan or share capital;
(vi) issued, authorised or proposed the issue of any
debentures or (save for intra-London Forfaiting Group
transactions), save in the ordinary course of business, incurred
or increased any indebtedness or become subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect to the matters
mentioned in sub-paragraph (i) above, made any other change to
any part of its share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business or entered into or
changed the terms of any contract with any director or senior
executive;
(ix) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract,
transaction or commitment (whether in respect of capital
expenditure, trading obligations or otherwise) which is of a
long term, onerous or unusual nature or magnitude or which is or
could be materially restrictive on the businesses of any member
of the wider London Forfaiting Group or the wider FIMBank Group
or which involves or could involve an obligation of such a
nature or magnitude or which is other than in the ordinary
course of business;
(x) (other than in respect of a member which is dormant and
was solvent at the relevant time) taken any corporate action or
had any legal proceedings started or threatened against it for
its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the
wider London Forfaiting Group or the wider FIMBank Group other
than to a nature and extent which is normal in the context of
the business concerned;
(xii) 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
having ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) waived or compromised any claim otherwise than in the
ordinary course of business;
(xiv) made an alteration to its memorandum or articles of
association or other incorporation documents; or
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any Offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this paragraph (f),
in any such case, to an extent which would be material in the context of
the wider FIMBank Group taken as a whole or to the financing of the
Offer.
(g) save as disclosed, since 31 December 2002:
(i) no material adverse change or deterioration having
occurred in the business, assets, financial or trading position
or profits or prospects of any member of the wider London
Forfaiting Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the wider London
Forfaiting Group is or may become a party (whether as a
claimant, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the wider
London Forfaiting Group having been instituted announced or
threatened by or against or remaining outstanding in respect of
any member of the wider London Forfaiting Group which in any
such case might reasonably be expected to adversely affect any
member of the wider London Forfaiting Group;
(iii) no contingent or other liability having arisen or
become apparent to FIMBank (UK) which would be likely to
adversely affect any member of the wider London Forfaiting
Group; and
(iv) no event having occurred or 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 wider London Forfaiting Group which is necessary for the
proper carrying on of its business or in any of the intellectual
property rights of any such member being or being capable of
being terminated or modified or effected which in any such case
might reasonably be expected to have a material adverse effect
on the wider London Forfaiting Group taken as a whole or to the
financing of the Offer;
(h) save as disclosed, FIMBank (UK) not having discovered:
(i) that any financial, business or other information
concerning the wider London Forfaiting Group as contained in the
information publicly disclosed at any time by or on behalf of
any member of the wider London Forfaiting Group is misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and in any
such case which is has not subsequently been corrected by a
specific disclosure prior to the date of this announcement;
(ii) that any member of the wider London Forfaiting Group
partnership, company or other entity in which any member of the
wider London Forfaiting Group has a significant economic
interest and which is not a subsidiary undertaking of London
Forfaiting is subject to any liability (contingent or otherwise)
which is not disclosed in the annual report and accounts of
London Forfaiting for the year ended 31 December 2002; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member
of the wider London Forfaiting Group.
in any such case, to an extent which would be material in the context of
the wider FIMBank Group taken as a whole; and
(i) that, immediately prior to the time at which the Offer (subject
to compliance with this condition) becomes or is declared unconditional
in all respects, that a sum of not less than #22,000,000 is maintained
by London Forfaiting in an account to be held with Bank of America on
deposit free from all liens, charges, encumbrances, equitable interests
or other third party rights or interests whatsoever.
For the purposes of these conditions the "wider London Forfaiting Group" means
London Forfaiting and its subsidiary undertakings, associated undertakings and
any other undertaking in which London Forfaiting and/or such undertakings
(aggregating their interests) have a significant interest and the "wider FIMBank
Group" means FIMBank and its subsidiary undertakings, associated undertakings
and any other undertaking in which FIMBank and/or such undertakings (aggregating
their interests) have a significant interest and for these purposes "subsidiary
undertaking", "associated undertaking" and "undertaking" have the meanings given
by the Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall
be excluded for this purpose, and "significant interest" means a direct or
indirect interest in ten per cent. or more of the equity share capital (as
defined in that Act).
For the purposes of these conditions, "disclosed" means disclosed in any of
London Forfaiting's published report and accounts or publicly announced by or on
behalf of London Forfaiting at or before 5.30 p.m. on 21 July 2003 through a
Regulatory Information Service approved by the UKLA, or disclosed in writing to
FIMBank, FIMBank (UK) or their advisers or otherwise fairly disclosed in
documents which delivered to FIMBank, FIMBank (UK) or their advisers by or on
behalf of London Forfaiting in connection with its or their due diligence review
of the business of London Forfaiting on or before 5.30 p.m. on 21 July 2003.
Subject to the requirements of the Panel, FIMBank (UK) reserves the right to
waive, in whole or in part, all or any of the above conditions, except condition
(a).
Conditions (b) to (i) (inclusive) must be fulfilled or waived by midnight on the
21st day after the later of the First Closing Date and the date on which
condition (a) is fulfilled (or in each such case such later date as FIMBank (UK)
may, with the consent of the Panel, decide), or the Offer will lapse. FIMBank
(UK) shall be under no obligation to waive or treat as satisfied any of the
conditions (b) to (i) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof, notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If FIMBank (UK) is required by the Panel to make an offer for London Forfaiting
Shares under the provisions of Rule 9 of the Code, FIMBank (UK) may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that Rule.
If it lapses, the Offer will cease to be capable of further acceptance and
persons accepting the Offer and FIMBank (UK) will thereupon cease to be bound by
Forms of Acceptance submitted on or before the date on which the Offer lapses.
The Offer is governed by English law and subject to the jurisdiction of the
English courts.
Appendix II
BASES AND SOURCES
In this announcement, unless otherwise stated or the context requires, the
following bases and sources have been used:
1. General
(i) Financial information relating to London Forfaiting has been extracted
from the relevant published Annual Report and Accounts of London Forfaiting
and/or public statements made by London Forfaiting and (ii) financial
information relating to FIMBank has been extracted from the relevant
published Annual Report and Accounts of FIMBank and/or public statements
made by FIMBank.
2. Value of Offer
The Offer values London Forfaiting at approximately #30.9 million, based on
the to be offered price for each London Forfaiting Share of 29.5 pence and
on there being 104,780,000 issued London Forfaiting Shares (as confirmed by
London Forfaiting).
London Forfaiting has confirmed that no options exist in respect of any
London Forfaiting Shares.
3. Share prices
The prices of shares on a particular date are derived from the Closing
Prices for those shares for that date.
4. Time
All the times referred to in this announcement are London times.
Appendix III
DEFINITIONS
In this announcement, the following definitions apply, unless the context requires otherwise:
"Act" or the "Companies Act" the Companies Act 1985, as amended
"Australia" the Commonwealth of Australia, its states, territories or possessions
"Board" or "Directors" the board directors of FIMBank, FIMBank (UK) or London Forfaiting (as the
case may be)
"Canada" Canada, its possessions and territories and all areas subject to its
jurisdiction or any political sub-division thereof
"Code" the City Code on Takeovers and Mergers as amended or interpreted from time
to time
"Closing Price" the closing middle market quotation of a London Forfaiting Share as derived
from the SEDOL
"Dawnay, Day" Dawnay, Day Corporate Finance Limited, financial adviser to FIMBank and
FIMBank (UK)
"dealing day" a day on which dealings in domestic securities takes place on and with the
authority of the London Stock Exchange
"FIMBank" First International merchant Bank p.l.c.
"FIMBank Group" FIMBank and its subsidiary undertakings and, where the context permits, each
of them
"FIMBank (UK)" or the "Offeror" FIMBank (UK) Limited, a wholly owned subsidiary of FIMBank
"Form of Acceptance" the form of acceptance and authority for use in connection with the Offer
"FSA" the Financial Services Authority
"Intelli" Intelli Corporate Finance Limited, joint financial adviser to London
Forfaiting
"Japan" Japan, its cities, prefectures, territories and possessions
"Kinmont" Kinmont Limited, joint financial adviser to London Forfaiting
"London Forfaiting" London Forfaiting Company Plc
"London Forfaiting Group" London Forfaiting and its subsidiary undertakings and, where the context
permits, each of them
"London Forfaiting Shareholders" the holders of London Forfaiting Shares
"London Forfaiting Shares" ordinary shares of 40 pence each in the capital of London Forfaiting
"London Stock Exchange" the London Stock Exchange plc
"Offer" the recommended offer to be made by WestLB on behalf of FIMBank (UK) to
acquire all of the issued and to be issued London Forfaiting Shares on the
terms and subject to the conditions to be set out in the Offer Document and
related Form of Acceptance, including, where the context requires, any
subsequent revision, variation, extension or renewal of such Offer
"Offer Document" the formal document to be sent to London Forfaiting Shareholders making the
Offer
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeovers and Mergers
"pounds" or "#" denotes the lawful currency of Great Britain and Northern Ireland
"Regulatory Information Service" any of the services set out in Schedule 12 of the Listing Rules of the UKLA
"SEDOL" the London Stock Exchange Daily Official List
"subsidiary", "subsidiary undertaking", shall be construed in accordance with the Act (but for this purpose ignoring
"associated undertaking" and "undertaking" paragraph 20(i)(b) of Schedule 4A of the Act)
"UKLA" the UK Listing Authority, being the FSA acting in its capacity as the
competent authority for the purposes of Part VI of the Financial Services
and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States", "US" OR "USA" the United States of America, its territories and possessions, any State of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction
"WestLB" WestLB Panmure Limited, financial adviser to FIMBank and FIMBank (UK)
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFSELSFESDSEEW