RNS Number:6728I
Montpellier Group PLC
17 August 2001
This announcement is not for release or distribution in or into the United
States, Canada, Australia or Japan
Cash Offer
by
Rowan Dartington & Co. Limited
on behalf of
Montpellier Group plc
for VHE Holdings plc
SUMMARY:
* The board of Montpellier announces the terms of the cash offer, to be
made by Rowan Dartington on behalf of Montpellier, for VHE, valuing the
existing issued ordinary share capital of VHE at approximately #8.99 million.
* The Offer will be 28 pence in cash per VHE Share.
* The Offer Price represents a premium of approximately 9.8 per cent.
over the closing middle market price of 25.5 pence per VHE Share on 30 July
2001 immediately prior to the commencement of the Offer Period and a premium
of approximately 16.8 per cent. over the average middle market price of 23.97
pence per VHE Share for the six months preceding the announcement of the
Offer. The closing mid market price per VHE Share on 16 August 2001 (the
business day immediately prior to the date of this announcement) was 27.5
pence.
Commenting on today's announcement, Paul Sellars, Managing Director of
Montpellier, said:
"We have followed VHE for some time and believe it is fundamentally a sound
business, operating in specialist markets. We consider its principal business
of land remediation will be a good fit with our YJL construction businesses
and that the Acquisition will give rise to interesting opportunities to add
value arising from our investment portfolio".
ENQUIRIES:
Montpellier Group plc 020 8982 4254
Paul Sellars
Rowan Dartington & Co. Limited 0117 933 0020
Mike Coe / John Wakefield
Rowan Dartington & Co. Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Montpellier and no one else in
connection with the Offer and will not be responsible to anyone other than
Montpellier for providing protections afforded to the customers of Rowan
Dartington & Co. Limited nor for providing advice in relation to the Offer.
This announcement is published on behalf of Montpellier and has been approved
by Rowan Dartington & Co. Limited for the purposes of Section 57 of the
Financial Services Act 1986.
The Offer is not being made directly or indirectly in, or by the use of the
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan. This includes, but is not limited to, facsimile
or other electronic transmission, telex and telephone. Accordingly copies of
this announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan.
The directors of Montpellier (whose names are set out below) accept
responsibility for the information contained in this press announcement other
than that relating to the VHE Group and the directors of VHE. To the best of
the knowledge and belief of the directors of Montpellier (each having taken
all reasonable care to ensure that such is the case), the information
contained in this document for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
The directors of Montpellier are shown below. The registered address of
Montpellier is Lovell House, 616 Chiswick High Road, London W4 5RX.
Cedric A Scroggs, Chairman
Peter J P V Gyllenhammar, Deputy Chairman
Paul Sellars, Managing Director
Roger Feast, Executive Director
This announcement is not for release or distribution in or into the United
States, Canada, Australia or Japan
Cash Offer by Rowan Dartington & Co. Limited on behalf of Montpellier Group
plc for VHE Holdings plc
1. Introduction
The board of Montpellier announces the terms of a cash offer, to be made by
Rowan Dartington on behalf of Montpellier, to acquire all of the issued, and
to be issued, ordinary share capital of VHE (save for the 6,410,950 VHE Shares
already owned by Montpellier).
2. The Offer
On behalf of Montpellier, Rowan Dartington will offer to acquire, on the terms
and subject to the conditions to be set out or referred to in the Offer
Document and in the Form of Acceptance, all of the VHE Shares (other than VHE
Shares already owned by Montpellier) on the following basis:
for each VHE Share 28 pence in cash
The Offer values VHE's existing issued ordinary share capital at approximately
#8.99 million. The Offer price of 28 pence per VHE Share represents a premium
of 9.8 per cent. over the closing middle market price of 25.5p per VHE Share
on 30 July 2001 (the business day immediately prior to the commencement of the
Offer Period) and a premium of approximately 16.8 per cent. over the average
middle market price of 23.97 pence per VHE Share for the six months preceding
the announcement of the Offer. The closing mid market price per VHE Share on
16 August 2001 (the business day immediately prior to the date of this
announcement) was 27.5 pence
3. VHE Share Option Schemes
The Offer extends to any VHE Shares unconditionally allotted, issued or
transferred while the Offer remains open for acceptance (or such earlier date
as Montpellier may, subject to the City Code, determine, being not earlier
than the date on which the Offer becomes unconditional as to acceptances or,
if later, the first closing date of the Offer), including any VHE Shares which
are unconditionally allotted or issued pursuant to the exercise of options
granted under the VHE Share Option Schemes. Montpellier intends to extend
appropriate proposals to the holders of options granted under the VHE Share
Option Schemes in respect of options the exercise price or prices of which is
or are less than 28p per VHE Share.
4. Irrevocable undertaking to accept the Offer
An irrevocable undertaking to accept the Offer has been given by Mr Thomson
and his related family trusts, in respect of his shareholdings amounting, in
aggregate, to 10,160,773 VHE Shares representing approximately 31.65 per cent.
of VHE's issued ordinary share capital. This irrevocable undertaking to
accept the Offer is binding even in the event of a competing offer on terms
more favourable to VHE Shareholders than the Offer.
The VHE Shares subject to the irrevocable undertaking, together with VHE
Shares already held by Montpellier and Peter Gyllenhammar, represent in
aggregate approximately 51.70 per cent. of VHE's issued ordinary share
capital.
5. Information on VHE
VHE is a Yorkshire based company quoted on the Official List. VHE is a
multi-disciplined engineering group providing services to the property
development sector, the environmental engineering market and the nuclear power
and processing industries.
VHE's core activity of brownfield land remediation is operated through VHE
Construction Limited. This accounts for the majority of VHE Group's turnover.
In addition, through its subsidiary, Shepley Engineers Limited, VHE has a
mechanical service contract at Sellafield for British Nuclear Fuels Limited.
In its report and accounts for the year ended 31 March 2001, VHE reported a
profit before tax of #1 million (2000: loss #7.8 million) on turnover of #47.9
million (2000: #45.7 million). Earnings per share were 3.2 pence (2000: loss
22.9 pence). Net assets as at 31 March 2001 were #4.7 million (2000: #3.7
million).
6. Information on Montpellier
The principal activities of Montpellier, formerly YJL plc, are those of an
investment company and its subsidiaries are engaged in construction and land
and property development. These activities are carried out in the United
Kingdom and United States.
In June 2001 Montpellier acquired various companies that formed the building
contracting division of Allen plc for a consideration of #1,000,000.
For the six months ended 31 March 2001, Montpellier had turnover of #118.7
million (year ended 30 September 2000: #202.1 million) and achieved profit
before taxation of #1.5 million (year ended 30 September 2000: #2.0 million).
Earnings per ordinary share (basic) for the year ended 30 September 2000: were
1.9 pence and net assets per ordinary share as at 30 September 2000: were 30.4
pence.
The Directors are confident that the Company is performing in line with
management's expectations for the current year.
7. Background to and reasons for the Offer
Montpellier's acquisition strategy has been to seek investments in sectors for
which the Group already has, or can readily acquire, a competitive expertise.
Investments have typically been of UK construction and construction related
business that complement the Group's existing businesses and will contribute
to the Group's profitability and geographic spread.
The Directors believe that the acquisition of VHE is consistent with this
policy and represents an exciting opportunity to acquire a well-established
business operating in niche markets.
8. Management and employees
Montpellier recognises the skills, technical ability and experience of the
existing management and employees of VHE. The board of Montpellier has
confirmed that the existing rights, including any pension rights, of all
employees of the VHE Group will be fully safeguarded.
9. Financing of the Offer
The Offer is to be financed from the existing resources of Montpellier.
10. Further terms of the Offer
The VHE Shares will be acquired by Montpellier fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights of any nature whatsoever and together with all rights
now or hereafter attaching thereto, including, without limitation, the right
to receive and retain all dividends and other distributions declared, made or
payable on or after 17 August 2001, being the date of the announcement of the
Offer.
The Offer will be made on the further terms and subject to the conditions
which are set out in Appendix I and to those terms which will be set out in
the Offer Document and in the Form of Acceptance, and such further terms as
may be required to comply with the appropriate rules and regulations of the
City Code.
11. Cancellation of trading on the Official List and compulsory
acquisition of VHE Shares
On receipt of valid acceptances in respect of not less than 90 per cent. of
the VHE Shares which are the subject of the Offer, Montpellier intends to
apply the provisions of sections 428 to 430F of the Companies Act to acquire
compulsorily any VHE Shares in respect of which valid acceptances have not
been received.
12. The Offer Document
Rowan Dartington, which is acting as financial adviser to Montpellier, intends
to despatch the Offer Document, together with the Form of Acceptance, shortly
after the date of this announcement.
13. General
Save as otherwise disclosed in this press announcement, neither Montpellier
nor any Montpellier director nor, to the best of Montpellier's knowledge and
belief, any person acting in concert with Montpellier for the purposes of the
Offer, owns or controls any VHE Shares or any options to purchase any VHE
Shares or has entered into any derivative referenced to securities of VHE
which remains outstanding.
Further details of the bases and sources of certain financial information in
this announcement are set out in Appendix II. Appendix III contains
definitions of the terms used in this announcement.
FOR FURTHER INFORMATION
Montpellier Group plc 020 8982 4254
Paul Sellars
Rowan Dartington & Co. Limited 0117 933 0020
Mike Coe
Rowan Dartington & Co. Limited, which is regulated by the Securities and
Futures Authority Limited, is acting for Montpellier and no one else in
connection with the Offer and will not be responsible to anyone other than
Montpellier for providing protections afforded to the customers of Rowan
Dartington & Co. Limited nor for providing advice in relation to the Offer.
This announcement is published on behalf of Montpellier and has been approved
by Rowan Dartington & Co. Limited for the purposes of Section 57 of the
Financial Services Act 1986.
The Offer is not being made directly or indirectly in, or by the use of the
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan. This includes, but is not limited to, facsimile
or other electronic transmission, telex and telephone. Accordingly copies of
this announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan.
The directors of Montpellier accept responsibility for the information
contained in this press announcement, save that the only responsibility
accepted by the directors of Montpellier in respect of the information
relating to the VHE Group, which has been compiled from published sources, has
been to ensure that such information has been correctly and fairly reproduced
or presented. Save as aforesaid, to the best of the knowledge and belief of
the directors of Montpellier (who have taken all reasonable care to ensure
that such is the case), the information for which they are responsible
contained in this press announcement is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of Montpellier are shown below. The registered address of
Montpellier is Lovell House, 616 Chiswick High Road, London W4 5RX.
Cedric A Scroggs, Chairman
Peter J P V Gyllenhammar, Deputy Chairman
Paul Sellars, Chief Executive
Roger Feast, Executive Director
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer by Rowan Dartington on behalf of Montpellier, will comply with the
applicable rules and regulations of the UK Listing Authority and the City
Code.
Conditions of the Offer
1. The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. (London time) on the first closing date of the
Offer, (or such later time(s) and/or date(s) as Montpellier may, in accordance
with the City Code, decide) in respect of such number of VHE Shares as will
result in Montpellier having acquired or agreed to acquire, whether pursuant
to the Offer or otherwise, VHE Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at general meetings of
VHE including for this purpose (to the extent, if any, required by the Panel)
any such voting rights attaching to any VHE Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise. For the purposes of this condition VHE
Shares which have been unconditionally allotted but not issued shall be deemed
to carry the voting rights they will carry upon issue.
(b) the passing at an Extraordinary General Meeting of Montpellier (or at any
adjournment thereof) of such resolution or resolutions as are necessary to
approve, implement and effect the Offer and the acquisition of any VHE Shares.
(c) there being no provision of any agreement, arrangement, licence, permit,
franchise or other instrument to which any member of the wider VHE Group is a
party or by or to which any member of the wider VHE Group or any of its assets
may be bound, entitled or subject, which in consequence of the Offer or the
proposed acquisition of any shares or other securities in VHE or because of a
change in the control or management of VHE or otherwise, would or could result
in:
(i) any monies 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 monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited:
(ii) any such agreement, arrangement, licence, permit, franchise or other
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or affected or any material
obligation or liability arising thereunder on any member of the wider VHE
Group or any adverse action being taken thereunder against any member of the
wider VHE Group;
(iii) any assets or interests of any such member being disposed of or any
right arising under which any such asset or interest could be required to be
disposed of;
(iv) the creation 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 security (whenever arising or having arisen) 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 body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(viii) the creation of any liability, actual or contingent, of any such
member;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, franchise or other instrument to which any
member of the wider VHE Group is a party, or by or to which any such member or
any of its assets may be bound, entitled or subject, would or might reasonably
be expected to result in any of the events or circumstances as are referred to
in sub-paragraphs (i) to (viii) of this paragraph (c);
(d) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution or any other body or person whatsoever in any
jurisdiction (each a ''Third Party'') having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation, decision or
order, or having taken any other steps which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the wider Montpellier Group or
any member of the wider VHE 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
Montpellier Group of any shares or other securities in VHE;
(iii) impose any material limitation on, or result in a material delay in,
the ability of any member of the wider Montpellier Group or of the wider VHE
Group directly or indirectly to acquire or to hold or to exercise effectively
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the wider VHE Group or the Montpellier Group or management control
over any such member;
(iv) make the Offer or its implementation or the acquisition or proposed
acquisition by any member of the Montpellier Group of any shares or other
securities in, or control of, VHE 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;
(v) require any member of the wider Montpellier Group or the wider VHE Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider VHE Group or the wider Montpellier Group
owned by any third party;
(vi) impose any limitation on the ability of any member of the wider VHE
Group to co-ordinate its business, or any part of it, with the businesses of
any other member which is adverse to and material in the context of the wider
VHE Group; or
(vii) otherwise adversely affect the business, assets, profits or prospects of
any member of the wider Montpellier Group or of any member of the wider VHE
Group in a manner which is adverse to, and material in the context of, the
wider Montpellier Group or the wider VHE Group respectively;
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or enact, make or propose any such
statute, regulation, decision or order or take any other such step under the
laws of any jurisdiction having expired, lapsed or been terminated;
(e) all necessary filings or applications in any relevant jurisdiction
having been made, all statutory or regulatory obligations in any relevant
jurisdiction having been complied with and all appropriate waiting periods and
any other time periods (including extensions thereto) under any applicable
legislation or regulations of any jurisdiction, having expired, lapsed or been
terminated in each case in connection with both the Offer or the acquisition
by any member of the Montpellier Group of any shares or other securities in,
or control of, VHE and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
necessary or appropriate for or in respect of both the Offer or the proposed
acquisition of any shares or other securities in, or control of, VHE by any
member of the Montpellier Group having been obtained in terms and in a form
satisfactory to Montpellier from all appropriate third parties or persons or
bodies with whom any member of the wider VHE Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals, together with all authorisations, orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the wider VHE Group
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same and all necessary statutory or
regulatory obligations, authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals in
any jurisdiction having been complied with;
(f) save as publicly announced by VHE (by delivery of an announcement to the
Company Announcements Office of the London Stock Exchange) prior to 17 August
2001 no member of the wider VHE Group having, since 31 March 2001:
(i) save as between VHE and wholly-owned subsidiaries of VHE, issued,
agreed to issue, authorised or proposed the issue of additional shares of any
class;
(ii) save as between VHE and wholly-owned subsidiaries of VHE, issued,
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 VHE Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make to VHE
Shareholders any bonus, dividend or other distribution whether payable in cash
or otherwise;
(iv) save for intra-VHE 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 the creation of any
security interest or undertaken any liability (in each case other than in the
ordinary course of business) which is material in the context of the VHE
Group;
(v) save for intra-VHE Group transactions, made or authorised or proposed
or announced an intention to propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or save in
the ordinary course of business (and save for intra-VHE Group transactions)
incurred or increased any indebtedness or become subject to any contingent
liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or made
any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or (otherwise
than in the ordinary course of business) any other transaction or arrangement
or entered into or changed the terms of any contract or arrangement with any
director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of the wider VHE 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 and which is material in the context
of the VHE Group;
(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) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts or ceased (or threatened to cease) carrying on all or a
substantial part of its business;
(xii) entered into any contract, transaction, agreement or arrangement
which would be materially restrictive on the business of any member of the
wider VHE Group or any member of the wider Montpellier Group;
(xiii) made any amendment to its memorandum or articles of association or
equivalent documents;
(xiv) waived or compromised any claim otherwise than in the ordinary course
of trading; or
(xv) entered into any contract, commitment, arrangement or agreement 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);
(g) since 31 March 2001:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the wider VHE Group which is material in the context of the wider VHE Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider VHE Group is or may become a
party (whether as a plaintiff, defendant or otherwise) and no investigation
against or in respect of any member of the wider VHE Group having been
instituted, announced or threatened by or against or remaining outstanding in
respect of any member of the wider VHE Group which in any such case would or
could adversely affect any member of the wider VHE Group to an extent which is
material in the context of the wider VHE Group taken as a whole;
(iii) no contingent or other liability having arisen which would or could
materially and adversely affect any member of the wider VHE Group; and
(iv) no steps having been taken which would or could result in the
withdrawal, cancellation, termination or modification of any licence held by
any member of the wider VHE Group which is necessary for the proper carrying
on of its business and which is material in the context of the wider VHE
Group;
(h) Montpellier not having discovered:
(i) that any financial, business or other information concerning any
member of the wider VHE Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the wider VHE Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading; or
(ii) prior to 17 August 2001 that any member of the wider VHE Group is
subject to any liability, contingent or actual, which is not disclosed in the
annual report and accounts of VHE for the year ended 31 March 2001 and which
is material in the context of the wider VHE Group;
(i) Montpellier not have discovered that:
(i) any member of the wider VHE Group has failed to comply with any
applicable legislation or regulation of any relevant jurisdiction with regard
to the disposal, spillage, release, discharge, leak, production or emission of
any waste or hazardous substance or any substance likely to harm human health
or animal health or the environment, or that there has otherwise been any such
disposal, spillage, release, discharge, leak, production or emission (whether
or not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken place) any of
which disposal, spillage, release, discharge, leak, production or emission
would or could, if known to any third party, give rise to any liability actual
or contingent) on the part of any member of the wider VHE Group and which
would or could affect materially and adversely the wider VHE Group; or
(ii) there is, or is likely to be, for any reason whatsoever any liability
(actual or contingent) of any member of the wider VHE Group to remediate and /
or ameliorate any property, structure or building or any controlled waters or
any other asset, now or previously owned, occupied, operated or made use of or
controlled by any member of the wider VHE Group, under any environmental
legislation, regulation or order of any government, governmental,
quasi-governmental or state or local government, supranational, statutory or
other regulatory body, agency or court in any relevant jurisdiction and which
would or could affect materially and adversely the wider VHE Group; or
(iii) that circumstances exist whereby any third party or any other person
or class of persons would be likely to have any claim or claims in respect of
any product, including by-products and waste, or process of manufacture or
materials used therein now or previously manufactured, sold or in any way
carried out by any past or present member of the wider VHE Group which claim
or claims would or could affect materially and adversely the wider VHE Group.
Subject to the requirements of the Panel, Montpellier reserves the right to
waive, in whole or in part, all or any of the above conditions, except
condition (a).
Montpellier shall be under no obligation to waive or treat as satisfied any of
the conditions (c) to (i) (inclusive) by a date earlier than the latest date
specified below 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 Montpellier is required by the Panel to make an offer for VHE Shares under
the provisions of Rule 9 of the City Code, Montpellier may make such
alterations to any of the above conditions, as are necessary to comply with
the provisions of that Rule.
The Offer will lapse unless the conditions set out above are fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by
Montpellier in its reasonable opinion to be or to remain satisfied no later
than 21 days after the first closing date of the Offer or after the date on
which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later, or such later date as the Panel may agree.
The Offer will lapse if it is referred to the Competition Commission before
3.00 p.m. on the first closing date of the Offer or the date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later.
The Offer will be governed by English law and be subject to the jurisdiction
of English courts.
APPENDIX II
BASES AND SOURCES
(i) Unless otherwise stated, the financial information concerning
Montpellier has been extracted from Montpellier's interim results for the six
months ended 31 March 2001 and its report and accounts for the year ended 30
September 2000 or has been supplied by Montpellier. Unless otherwise stated,
the financial information concerning VHE has been extracted from VHE's report
and accounts for the years ended 31 March 2000 and 31 March 2001 or other
published sources.
(ii) The value of the Offer assumes that there are currently
32,102,727 VHE Shares in issue.
(iii) The closing middle market price of VHE Shares is derived from
the Daily Official List for the relevant date.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context requires otherwise:
"Act" or " the Companies Act 1985, as amended
Companies
Act"
"business a day (other than a Saturday or Sunday) on which banks are
day" generally open in London for usual business
"City Code" the City Code on Takeovers and Mergers
"Daily the London Stock Exchange Daily Official List
Official
List"
"Form of the form of acceptance and authority relating to the Offer which
Acceptance" is to be despatched with and accompany the Offer Document
"London The London Stock Exchange plc
Stock
Exchange"
"Montpellier" Montpellier Group plc
"Montpellier Montpellier, its subsidiaries and subsidiary undertakings
Group"
"Offer" the offer to be made by Rowan Dartington on behalf of Montpellier
to acquire all of the VHE Shares (other than any already owned by
any member of the Montpellier Group) on the terms and subject to
the conditions set out in the Offer Document and the Form of
Acceptance and including, where the context so requires, any
subsequent revision, variation, extension or renewal of such offer
the document to be sent to VHE Shareholders containing and setting
out the terms and conditions of the Offer
"Offer
Document"
"Offer the period commencing on 31 July 2000 (the date of the
Period" announcement by Montpellier that it was considering making an
offer for VHE) until whichever of the following dates shall be the
latest: (i) 3.00 pm on 7 September 2001; (ii) the time and date on
which the Offer becomes unconditional; and (iii) the time and date
on which the Offer lapses
"Panel" the Panel on Takeovers and Mergers
"Rowan Rowan Dartington & Co. Limited
Dartington"
"Securities the United States Securities Act of 1933 as amended
Act"
"UK" or " the United Kingdom of Great Britain and Northern Ireland
United
Kingdom"
"UK Listing the Financial Services Authority acting in its capacity as the
Authority" competent authority for the purposes of Part IV of the Financial
Services Act 1986 and in the exercise of its functions in respect
of the Official List otherwise than in accordance with Part IV of
the Financial Services Act 1986
"USA" or " the United States of America, its territories and possessions, any
United state of the United States and the District of Columbia and any
States" other areas subject to its jurisdiction
"US Persons" has the meaning given to it by Regulation S under the Securities
Act
"VHE" VHE Holdings plc
"VHE Group" VHE, its subsidiaries and subsidiary undertakings
"VHE holders of VHE Shares
Shareholders
"
"VHE Share schemes adopted by VHE being an Executive Share Option Scheme and
Option a Long Term Incentive Plan
Schemes"
"VHE Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 10p each in the capital of VHE and any further
such shares which are unconditionally allotted or issued while the
Offer remains open for acceptance (or by such earlier date or
dates as Montpellier may, subject to the City Code, decide)
"wider Montpellier and its parent undertaking, associated undertakings
Montpellier and other undertakings in which Montpellier and/or such
Group" undertakings (aggregating their interests) have a significant
interest
"wider VHE VHE and its subsidiary undertakings, associated undertakings and
Group" other undertakings in which VHE and/or such undertakings
(aggregating their interests) have a significant interest
In relation to the definitions of wider Montpellier Group and wider VHE Group
"parent undertaking", ''subsidiary undertaking'', ''associated undertaking''
and ''undertaking'' have the meanings given by the Companies Act, other than
paragraph 20(1)(b) of Schedule 4A to the Companies Act which shall be excluded
for this purpose, and ''significant interest'' means an interest in ten per
cent. or more of the equity share capital (as defined in the Companies Act).
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