RNS Number:2931P
Siemens AG
26 July 2005
PricewaterhouseCoopers
Press Release
For release at 07:00am
26 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Recommended Cash Offer
by
PricewaterhouseCoopers
on behalf of
Siemens AG
for
Broadcastle plc
Summary
* The boards of Siemens AG ("Siemens") and Broadcastle plc ("
Broadcastle" or "the Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer for the issued and to be
issued share capital of Broadcastle
* The Offer will be 123.5 pence per Broadcastle Share payable in
cash which values the issued share capital of Broadcastle at approximately #41.5
million
* The Offer represents a premium of approximately:
- 39 per cent over the average Closing Price of 89.0 pence per
Broadcastle Share for the twelve month period to 25 July 2005
- 25 per cent over the average Closing Price of 99.2 pence per
Broadcastle Share for the three month period to 25 July 2005
- 24 per cent over the Closing Price of 100.0 pence per Broadcastle
Share on 25 July 2005, the last business day prior to the date of this
announcement
* The Broadcastle Directors, who have been so advised by Panmure
Gordon, consider that the terms of the Offer are fair and reasonable and will
therefore unanimously recommend that Broadcastle Shareholders accept the Offer,
as they have irrevocably undertaken to do so in respect of their entire
beneficial shareholdings, representing approximately 12.6 per cent. of the
Company's issued share capital
* Siemens has received irrevocable undertakings to accept the
Offer from the Broadcastle Directors, from certain of the Company's major
institutional shareholders and from certain private shareholders in respect of a
total of 9,866,766 Broadcastle Shares. In addition, a letter of intent has been
received in respect of a total holding of 1,230,300 Broadcastle Shares. Siemens
has therefore received irrevocable undertakings and a letter of intent to accept
the Offer in respect of a total of 11,097,066 Broadcastle Shares, representing
approximately 33.0 per cent. of the Company's issued share capital
* Broadcastle announced today its interim results for the six
month period to 30 June 2005. The Broadcastle Board has proposed an interim
dividend of 1.85 pence per share for the period. Under the terms of the Offer
an amount equal to this interim dividend is included in the Offer Price and
hence the interim dividend will not be paid to Broadcastle Shareholders if the
Offer becomes or is declared wholly unconditional
Commenting on the Offer, David Cust, Chief Executive of Broadcastle, said today:
"We are delighted that the value of Broadcastle is being recognised by Siemens
through the Offer. I believe that the price reflects a good premium over the
current share price and to that which could be achieved in the medium term as,
undoubtedly, the business would have borne the cost of a dilutive equity issue
in due course to continue its organic growth. We believe the businesses of
Siemens Financial Services in the UK and Broadcastle are an excellent commercial
fit and that both will benefit from the combination."
Commenting on the Offer, Jonathan Andrew, Chief Executive of Siemens Financial
Services Limited, said today:
"The acquisition of Broadcastle brings significant skills and opportunities to
Siemens Financial Services which will help consolidate our position as a leading
provider of financial solutions in the UK. Culturally and operationally there
is a strong fit - Broadcastle's focus on specialist niche markets, such as
healthcare, matches our own, and we both focus on providing absolutely the very
best service to our clients within these niches. Together, we look forward to
taking advantage of the new openings this deal will create with enthusiasm and
vigour."
This summary should be read in conjunction with the full text of the following
announcement.
Enquiries:
Siemens AG
Wolfram Trost, Siemens Corporate Communications +49 (0) 89 636 34794
Siemens Financial Services
Konstanze Tauber, Siemens Financial Services Group +49 (0) 89 636 31565
Corporate Communications
Andy Brown, Siemens Financial Services UK Corporate +44 (0) 20 8233 4046
Communications
PricewaterhouseCoopers (financial adviser to Siemens)
Graeme Johnston +44 (0) 20 7583 5000
Gerry Young +44 (0) 20 7583 5000
Anurag Verma +44 (0) 20 7583 5000
Broadcastle
David Cust, Chief Executive +44 (0) 1844 266 500
Richard Gordon, Finance Director +44 (0) 1844 266 500
Panmure Gordon (financial adviser to Broadcastle)
Grant Harrison +44 (0) 20 7459 3600
Jonathan Retter +44 (0) 20 7459 3600
Marcus Jackson +44 (0) 20 7459 3600
The following announcement contains definitions of certain expressions used in
this summary.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Siemens and for no one else in relation to the Offer
and will not be responsible to anyone other than Siemens for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for designated investment business, is acting
exclusively for Broadcastle and for no one else in relation to the Offer and
will not be responsible to anyone other than Broadcastle for providing the
protections afforded to clients of Panmure Gordon or for giving advice in
relation to the Offer or any other matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce or by any facilities of a national securities exchange of, the United
States of America, Canada, Australia or Japan and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
those jurisdictions. Accordingly, copies of this announcement are not being, and
must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.
The Siemens Directors accept responsibility for the information contained in
this announcement, other than that relating to Broadcastle, the Broadcastle
Group, the Broadcastle Directors and members of their immediate families,
related trusts and persons connected with them (within the meaning of Section
346 of the Companies Act) and information relating to the recommendation of the
Offer. To the best of the knowledge and belief of the Siemens Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement 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 Broadcastle Directors accept responsibility for the information contained in
this announcement relating to Broadcastle, the Broadcastle Group, the
Broadcastle Directors and members of their immediate families, related trusts
and persons connected with them (within the meaning of Section 346 of the
Companies Act) and information relating to the recommendation of the Offer. To
the best of the knowledge and belief of the Broadcastle Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This announcement may contain "forward-looking statements" concerning the
Broadcastle Group and the Siemens Group. Generally, the words "anticipate", "
believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project",
"should" and "will" or similar expressions identify forward-looking statements.
Such statements reflect the relevant company's current views with respect to
future events and are subject to risks and uncertainties that could cause the
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as
changes in general economic and business conditions, changes in currency
exchange rates and interest rates, introduction of competing products, lack of
acceptance of new exchange rates and interest rates, lack of acceptance of new
products or services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be placed on such
statements. Neither Broadcastle nor Siemens intends or assumes any obligation
to update these forward-looking statements.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
PricewaterhouseCoopers
Press Release
For release at 07:00am
26 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Recommended Cash Offer
by
PricewaterhouseCoopers
on behalf of
Siemens AG
for
Broadcastle plc
1. Introduction
The boards of Siemens AG ("Siemens") and Broadcastle plc ("Broadcastle" or "the
Company") are pleased to announce that they have reached agreement on the terms
of a recommended cash offer for the issued and to be issued share capital of
Broadcastle.
Siemens is a global electrical engineering and electronics company operating in
the following business areas: information and communications, automation and
control, power, transportation, medical, lighting, financial services and real
estate.
2. The Offer
On behalf of Siemens, PricewaterhouseCoopers will offer to acquire, on the terms
and subject to the conditions set out in Appendix I to this announcement and to
be set out or referred to in the Offer Document and the Form of Acceptance, the
entire issued and to be issued share capital of Broadcastle, on the following
basis:
for each Broadcastle Share 123.5 pence in cash
The Offer values the issued share capital of the Company at approximately #41.5
million and represents a premium of approximately:
- 39 per cent over the average Closing Price of 89.0 pence per
Broadcastle Share for the twelve month period to 25 July 2005
- 25 per cent over the average Closing Price of 99.2 pence per
Broadcastle Share for the three month period to 25 July 2005
- 24 per cent over the Closing Price of 100.0 pence per Broadcastle
Share on 25 July 2005, the last business day prior to the date of this
announcement.
The Broadcastle Board has proposed an interim dividend of 1.85 pence per share
for the six month period to 30 June 2005. Under the terms of the Offer an
amount equal to this interim dividend is included in the Offer Price and hence
the interim dividend will not be paid to Broadcastle Shareholders if the Offer
becomes or is declared wholly unconditional.
The Broadcastle Shares will be acquired by Siemens free from all liens, charges,
encumbrances, rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights attaching thereto including the
right to receive in full all dividends and other distributions declared, paid or
made after the date of this announcement.
The sources and bases of certain financial information contained in this
announcement are set out in Appendix III.
3. Background to and reasons for the Offer
Background to the Offer
Over the past twelve months Broadcastle has received unsolicited approaches from
other prospective acquirers, which the Board of Broadcastle has regarded as
opportunistic, being at modest premia to the Company's then prevailing share
price. In April 2005, Siemens approached the Board of Broadcastle stating its
willingness to make an offer for the Company. After negotiations, Siemens put
forward a final proposal at the Offer Price, which represented a significant
premium to the share price at that time.
In the preliminary results announcement of 10 March 2005, the Chairman of
Broadcastle stated that the Group required additional capital in due course to
allow for further expansion. The Broadcastle Directors consider that the cost
of capital in the equity markets and the dilutive effects for shareholders of
raising such capital makes this an unattractive method of funding the Group's
expansion. In addition, the Board of Broadcastle has not to date identified
suitable or sufficiently attractive acquisition targets which meet its
criteria.
In considering whether to recommend the Offer, the Directors of Broadcastle have
also taken into account the following:
* That the Offer Price represents a premium of 39 per cent over
the average Closing Price of 89.0 pence for the 12 month period to 25 July 2005;
* That the Offer Price represents a multiple of 16.9 times
Broadcastle's basic earnings per share of 7.29 pence for the year ended 31
December 2004;
* That the Offer Price compares favourably to the historic
multiples paid for other businesses in the speciality financial services sector;
* That the Offer provides Broadcastle Shareholders with an
opportunity to realise their entire investment in Broadcastle for cash within a
relatively short timescale and without dealing costs;
* That the Offer enjoys the support of a significant proportion of
Broadcastle Shareholders, with Siemens having received irrevocable undertakings
and a letter of intent to accept the Offer in respect of approximately 33.0 per
cent of the issued share capital;
* That no proposals have been received to date which might result
in a cash offer above the Offer Price, despite interest in acquiring the Company
having been previously expressed by more than one other party; and
* The recent trading performance and outlook for the Group, as
summarised in the interim results for the six months period to 30 June 2005,
released today.
In light of the factors set out above, the Broadcastle Directors believe the
Offer is in the interests of the Company and that the Offer Price fairly
reflects the value of the Company. The full text of the Board's recommendation
is set out in paragraph 5 below.
Reasons for the Offer
Siemens Financial Services in the UK has a close business relationship with
Broadcastle, acting as one of the principal syndicatees of the Company's medical
equipment loan book.
Siemens Financial Services' activities span sales and investment financing,
treasury services, fund management and insurance brokerage. In the UK, Siemens
Financial Services provides a wide range of asset finance products to public and
private sector entities.
The acquisition of Broadcastle provides Siemens Financial Services with an
excellent opportunity to expand its operations in medical equipment financing.
It expects to generate economies of scale in funding costs and to generate cross
selling opportunities for financial services products.
Upon completion of the Offer, Siemens Financial Services intends to review the
strategy for each of the business units of Broadcastle. It has no immediate
plans for asset realisations.
4. Undertakings to accept the Offer
Legally binding irrevocable undertakings to accept (or procure the acceptance
of) the Offer have been given to Siemens by the Broadcastle Directors in respect
of their entire beneficial holdings and those of certain connected persons as
set out in the table below. These undertakings remain binding unless the Offer
lapses or is withdrawn.
Number of Percentage of
Broadcastle issued share
Shares capital
Director
David Cust 3,035,487 9.0
Richard Gordon 555,146 1.7
Timothy Wootton 423,560 1.3
Paul Vaight 137,738 0.4
Stephen Bassett 43,357 0.1
David Stewart 32,500 0.1
4,227,788 12.6
Certain other Broadcastle Shareholders have given legally binding irrevocable
undertakings to Siemens to accept (or procure the acceptance of) the Offer in
respect of the number of Broadcastle Shares set out in the table below. These
irrevocable undertakings will cease to be binding if by no later than 3.00pm on
the tenth business day following the release of the Offer Document, a third
party announces a firm intention to make a cash offer (in accordance with Rule
2.5 of the City Code) representing an improvement of 10% or more on the value of
the Offer, or if the Offer otherwise lapses or is withdrawn.
Number of Percentage of
Broadcastle issued share
Shares capital
Name
Framlington Investment Management Limited 2,592,783 7.7
Small Companies Dividend Trust plc 1,500,000 4.5
Edward B. Clinton 812,896 2.4
William J. C. Douie and family interests 733,299 2.2
Sub-total 5,638,978 16.8
Total 9,866,766 29.3
In addition, Merrill Lynch Investment Management Limited has provided a
non-binding letter of intent to Siemens indicating its intention to accept the
Offer in respect of its holding of 1,230,300 Broadcastle Shares, representing
approximately 3.7 per cent. of the Company's issued share capital.
In total therefore, Siemens has received irrevocable undertakings to accept (or
procure the acceptance of) the Offer in respect of an aggregate of 9,866,766
Broadcastle Shares, representing approximately 29.3 per cent. of the Company's
issued share capital and a letter of intent in respect of 1,230,300 Broadcastle
Shares, representing approximately 3.7 per cent. of the Company's issued share
capital.
5. Recommendation
The Broadcastle Directors, who have been so advised by Panmure Gordon, consider
the terms of the Offer to be fair and reasonable and in the best interests of
Broadcastle Shareholders. In providing its advice Panmure Gordon has taken into
account the commercial assessments of the Broadcastle Directors.
Accordingly, the Broadcastle Directors will unanimously recommend that
Broadcastle Shareholders accept the Offer, as they have irrevocably undertaken
to do in respect of their entire beneficial shareholdings amounting, in
aggregate, to 4,227,788 Broadcastle Shares, representing approximately 12.6 per
cent. of the Company's issued share capital.
6. Information on Siemens and Siemens Financial Services
Siemens is a global electrical engineering and electronics company with
approximately 440,000 employees and strong leadership positions in various
markets. Founded more than 150 years ago, the company is active in the areas of
information and communications, automation and control, power, transportation,
medical, lighting, financial services and real estate, to benefit customers in
over 190 countries. Siemens' shares are listed in Germany, with secondary
listings in the UK and Switzerland, and in the USA in the form of American
Depositary Receipts. Siemens has a market capitalisation of approximately Euro
58.5 billion.
For the fiscal year ended 30 September 2004, Siemens reported worldwide net
sales of Euro 75.2 billion (2003: Euro 74.2 billion), income before income taxes
of Euro 4.2 billion (2003: Euro 3.4 billion) and total shareholders' equity of
Euro 26.9 billion (2003: Euro 23.7 billion).
The Siemens Financial Services Group is the financial services division of
Siemens. It provides a broad range of financial solutions including sales and
investment financing, treasury services, fund management and insurance
solutions. The Siemens Financial Services Group also conducts equity
investments in infrastructure projects and provides consulting services for
tailored project and export financing. For the year ended 30 September 2004,
the Siemens Financial Services Group generated income before income taxes of
Euro 250 million and had gross assets of Euro 9,055 million.
In the UK, Siemens Financial Services is a leading provider of asset funding
solutions to UK businesses. It offers a wide range of financing products and
services to help customers acquire the capital assets they need to develop and
grow their businesses. In the UK, Siemens Financial Services has expertise in
funding business solutions in a wide variety of sectors including education,
information technology, telecommunications, digital imaging technology, vending,
local government, primary and secondary healthcare, medical, legal and
accountancy.
7. Information on Broadcastle
i) Operations and summary financial information
Broadcastle operates in the specialised banking and finance services sector.
Its principal businesses are the leasing of medical equipment, motor vehicles
and industrial and office machinery. It also offers retail savings accounts
through its authorised bank subsidiary.
For the financial year ended 31 December 2004, Broadcastle reported gross income
of GBP 19.6 million (2003: GBP 15.5 million), profit before tax of GBP 3.8
million (2003: GBP 3.3 million) and total shareholders' equity of GBP 15.2
million (2003: GBP 14.0 million.)
Broadcastle issued separately today its interim results statement for the six
month period to 30 June 2005.
ii) Profit forecast
On 10 March 2005, in the Chairman's statement accompanying Broadcastle's
preliminary results for the year ended 31 December 2004, the Chairman stated
that:
"The Group's diverse financial businesses have enabled Broadcastle to post
another excellent set of results and I have every confidence that this
performance will be continued in 2005."
The Takeover Panel considers that this constitutes a profit forecast for the
purposes of Rule 28.6 of the City Code, as the statement sets a floor under the
Group's expected earnings for the year ending 31 December 2005 when compared
with that reported for the year ended 31 December 2004. This profit forecast
will be reported on in the Offer Document.
8. Financing
The consideration payable under the Offer will be financed through Siemens'
existing cash reserves.
9. Management and employees of Broadcastle
Siemens has confirmed that the existing employment rights, including pension
rights, of all management and employees of Broadcastle will be safeguarded in
the event that the Offer becomes or is declared unconditional in all respects.
The non-executive directors of Broadcastle intend to resign from the board of
directors of the Company when the Offer becomes or is declared unconditional in
all respects.
10. Arrangements with minority interest shareholders
Subject to the Offer becoming or being declared unconditional in all respects
and the subsequent delisting of the Company's shares, Broadcastle will purchase
the minority interests in three of its subsidiaries, Medical Equipment Finance
Limited (15% minority shareholding), Bellevue Finance Limited (24%) and
Broadcastle Motor Contracts Limited (24%), from certain directors and employees
of these subsidiaries. The total consideration payable for these minority
interests will be #2.5 million, of which #1.74 million will be payable upon the
delisting of the Company's shares with the balance deferred for a period to
September 2007. The deferred consideration will be payable upon certain
performance targets being achieved. The book value of these minority interests
was #1.15 million as at 31 December 2004.
In addition, the minority interest shareholders have entered into new service
agreements which, subject to the Offer becoming or being declared unconditional
in all respects and the subsequent delisting of the Company's shares, will amend
certain aspects of their existing service agreements, including notice period,
bonus arrangements and post-employment restrictive covenants.
The minority interest shareholders who have entered into these arrangements,
none of whom are directors of Broadcastle, hold in aggregate 71,250 shares in
the Company, representing approximately 0.2% of the Company's issued share
capital.
The Broadcastle Directors consider that the arrangements with the minority
interest shareholders have been conducted on arm's length terms and that the
consideration payable for the minority interests represents a fair market value.
Panmure Gordon, the financial adviser to Broadcastle, has confirmed that in its
opinion the arrangements between Broadcastle and the minority interest
shareholders are fair and reasonable so far as other Broadcastle Shareholders
are concerned.
Further details of these arrangements will be disclosed in the Offer Document.
11. Inducement fee
Broadcastle has agreed to pay Siemens an Inducement Fee equal to one per cent.
of the value of the Company at the Offer Price (being the Offer Price multiplied
by the number of ordinary shares in Broadcastle in issue on the date of this
announcement plus an amount to reflect the net cost of outstanding options under
the Broadcastle Share Option Schemes) in either of the following circumstances:
(i) the board of Broadcastle withdraws or detrimentally modifies
its recommendation in respect of the Offer and subsequently the Offer lapses or
is withdrawn in accordance with its terms; or
(ii) any person announces an intention (whether or not subject to a
pre-condition) to implement or make an Alternative Proposal which subsequently
becomes or is declared unconditional in all respects or is otherwise completed
or implemented.
12. Broadcastle Share Option Schemes
The Offer will extend to any Broadcastle Shares which are unconditionally
allotted or issued prior to the date on which the Offer closes (or such earlier
date as Siemens may, subject to the City Code, determine) including any such
shares allotted or issued pursuant to the exercise of options under the
Broadcastle Share Option Schemes. If the Offer becomes or is declared
unconditional in all respects, Siemens intends to make appropriate proposals to
holders of options granted under the Broadcastle Share Option Schemes to the
extent that such options have not been exercised.
13. De-listing and compulsory acquisition
Broadcastle Shareholders are hereby given notice that, subject to the Offer
becoming or being declared unconditional in all respects, Siemens intends to
procure that Broadcastle applies for the cancellation of the trading in
Broadcastle Shares on the London Stock Exchange's main market for listed
securities and of the listing of Broadcastle Shares on the Official List not
less than twenty business days following Siemens acquiring or agreeing to
acquire Broadcastle Shares representing 75 per cent. of the Company's issued
share capital. De-listing would significantly reduce the liquidity and
marketability of any Broadcastle Shares not assented to the Offer.
Upon Siemens receiving acceptances under the Offer in respect of 90 per cent. or
more of the Broadcastle Shares to which the Offer relates, Siemens intends to
exercise its right pursuant to the provisions of sections 428 to 430(F) of CA
1985 to acquire compulsorily any outstanding Broadcastle Shares not acquired or
agreed to be acquired by Siemens pursuant to the Offer.
It is proposed that, subject to the Offer becoming or being declared
unconditional in all respects, Broadcastle will be re-registered as a private
company.
14. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Broadcastle, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Broadcastle is required to notify a Regulatory Information Service and the
Panel, by not later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction, of dealings in such securities
of that company (or in any option in respect of, or derivative referenced to,
any such securities) during the period to the date on which the Offer becomes or
is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Broadcastle by Siemens or Broadcastle, or by any of their
respective "associates" (within the meaning of the City Code), must also be
disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.
15. General
The conditions to the Offer are set out in Appendix I to this announcement. The
terms of the Offer will be set out in the formal Offer Document and the Form of
Acceptance.
The Offer Document, together with a Form of Acceptance, will be despatched to
Broadcastle Shareholders (other than to Broadcastle Shareholders with addresses
in the United States, Canada, Australia or Japan) and, for information only, to
Broadcastle Share Option Holders as soon as practicable.
Save for the undertakings and letter of intent summarised in paragraph 4 of this
announcement, neither any member of the Siemens Group nor, so far as Siemens is
aware, any person deemed to be acting in concert with any member of the Siemens
Group for the purposes of the Offer owns or controls any Broadcastle Shares or
any securities convertible or exchangeable into Broadcastle Shares or any rights
to subscribe for, or options (including traded options) in respect of, or
derivatives referenced to securities of Broadcastle ("relevant Broadcastle
securities") nor does any such person have any arrangement in relation to
relevant Broadcastle securities. For these purposes, "arrangement" includes an
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Broadcastle Shares which may be an
inducement to deal or refrain from dealing in such shares. In the interests of
secrecy prior to this announcement, Siemens has not made any enquiries in this
respect of certain parties who may be deemed by the Panel to be acting in
concert with it for the purposes of the Offer. Enquiries of such parties will
be made as soon as practicable following the date of this announcement and any
material disclosure in respect of such parties will be included in the Offer
Document.
As at 7.00am (London time) on 26 July 2005, Broadcastle had 33,639,410 ordinary
shares of 5 pence in issue (ISIN GB0000042407).
Enquiries:
Siemens AG
Wolfram Trost, Siemens Corporate Communications +49 (0) 89 636 34794
Siemens Financial Services
Konstanze Tauber, Siemens Financial Services Group +49 (0) 89 636 31565
Corporate Communications
Andy Brown, Siemens Financial Services UK Corporate +44 (0) 20 8233 4046
Communications
PricewaterhouseCoopers (financial adviser to Siemens)
Graeme Johnston +44 (0) 20 7583 5000
Gerry Young +44 (0) 20 7583 5000
Anurag Verma +44 (0) 20 7583 5000
Broadcastle
David Cust, Chief Executive +44 (0) 1844 266 500
Richard Gordon, Finance Director +44 (0) 1844 266 500
Panmure Gordon (financial adviser to Broadcastle)
Grant Harrison +44 (0) 20 7459 3600
Jonathan Retter +44 (0) 20 7459 3600
Marcus Jackson +44 (0) 20 7459 3600
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Siemens and for no one else in relation to the Offer
and will not be responsible to anyone other than Siemens for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for designated investment business, is acting
exclusively for Broadcastle and for no one else in relation to the Offer and
will not be responsible to anyone other than Broadcastle for providing the
protections afforded to clients of Panmure Gordon or for giving advice in
relation to the Offer or any other matter referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce or by any facilities of a national securities exchange of, the United
States of America, Canada, Australia or Japan and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within
those jurisdictions. Accordingly, copies of this announcement are not being, and
must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.
The Siemens Directors accept responsibility for the information contained in
this announcement, other than that relating to Broadcastle, the Broadcastle
Group, the Broadcastle Directors and members of their immediate families,
related trusts and persons connected with them (within the meaning of Section
346 of the Companies Act) and information relating to the recommendation of the
Offer. To the best of the knowledge and belief of the Siemens Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement 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 Broadcastle Directors accept responsibility for the information contained in
this announcement relating to Broadcastle, the Broadcastle Group, the
Broadcastle Directors and members of their immediate families, related trusts
and persons connected with them (within the meaning of Section 346 of the
Companies Act) and information relating to the recommendation of the Offer. To
the best of the knowledge and belief of the Broadcastle Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This announcement may contain "forward-looking statements" concerning the
Broadcastle Group and the Siemens Group. Generally, the words "anticipate", "
believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project",
"should" and "will" or similar expressions identify forward-looking statements.
Such statements reflect the relevant company's current views with respect to
future events and are subject to risks and uncertainties that could cause the
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as
changes in general economic and business conditions, changes in currency
exchange rates and interest rates, introduction of competing products, lack of
acceptance of new exchange rates and interest rates, lack of acceptance of new
products or services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be placed on such
statements. Neither Broadcastle nor Siemens intends or assumes any obligation
to update these forward-looking statements.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be any sale,
issuance or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
APPENDIX I
Conditions and Further Terms of the Offer
1 The Offer shall be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as Siemens may, subject to the rules of the Code, decide) in respect of
not less than 90 per cent. (or such lesser percentage as Siemens may decide) of
the Broadcastle Shares to which the Offer relates, provided that this condition
shall not be satisfied unless Siemens and/or its wholly-owned subsidiaries shall
have acquired or agreed to acquire, pursuant to the Offer or otherwise,
Broadcastle Shares carrying in aggregate more than 50 per cent. of the voting
rights then exercisable at a general meeting of Broadcastle including for this
purpose (to the extent, if any, required by the Panel) any such voting rights
attached to any Broadcastle Shares unconditionally allotted or issued before the
Offer becomes or is declared unconditional as to acceptances, whether pursuant
to the exercise of conversion or subscription rights or otherwise and for the
purposes of this condition:
(i) the expression "Broadcastle Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F of CA 1985;
(ii) Broadcastle Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry on
issue; and
(iii) valid acceptances shall be deemed to have been received in respect
of Broadcastle Shares which are treated for the purposes of section 429(8) of CA
1985 as having been acquired or contracted to be acquired by Siemens by virtue
of acceptances of the Offer.
(b) the Financial Services Authority having given written approval to the
acquisition by Siemens (and all other persons who, as a result of the Offer
becoming or being declared unconditional in all respects, will acquire direct or
indirect control of Broadcastle) of control (as defined in Part XII of the FSMA)
of Broadcastle and, where relevant, any other member of the Wider Broadcastle
Group either:
(i) unconditionally in writing; or
(ii) subject to conditions which are reasonably satisfactory to
Siemens, in each case in accordance with section 184 of the FSMA, as amended
from time to time;
(c) the Financial Services Authority having given Siemens written notice, in
accordance with section 62(1) of the FSMA, of its decision to approve certain
officers and employees of Siemens and, where relevant, of the Wider Siemens
Group, to perform certain controlled functions in Broadcastle and, where
relevant, any other member of the Wider Broadcastle Group;
(d) (i) it being indicated, in terms satisfactory to Siemens, that
neither the proposed acquisition of Broadcastle by Siemens nor any matter
arising therefrom will be referred to the UK Competition Commission; and
(ii) the period for considering any merger notice given to the OFT under
section 96 of the Enterprise Act 2002 by Siemens having expired without any such
reference being made provided that sections 100 (1)(a), (d) and (f) of the
Enterprise Act 2000 do not apply in relation to such merger notice;
(e) no Third Party having intervened or having made, proposed or enacted any
statute, regulation, order or decision or taken any other steps which would or
might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by Siemens of all or any Broadcastle Shares, or the acquisition or
proposed acquisition of control of Broadcastle, by any member of the Wider
Siemens Group, void, illegal or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, delay, hinder or otherwise interfere with the same, or
impose additional adverse conditions or obligations with respect thereto, or
otherwise require material amendment to the terms of the Offer or any such
acquisition;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Wider Siemens Group or by any
member of the Wider Broadcastle Group of all or any portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses or to own their respective assets
or properties;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Siemens Group, directly or indirectly, to acquire or to hold
or exercise effectively all or any rights of ownership in respect of shares or
securities convertible into shares in any member of the Wider Broadcastle Group
or to exercise management control over any such member in each case to an extent
which is material in the context of the Wider Broadcastle Group taken as a
whole;
(iv) otherwise adversely affect any or all of the businesses, assets, profits
or prospects of any member of the Wider Siemens Group or any member of the Wider
Broadcastle Group (including any action which would or might reasonably be
expected to adversely affect or prejudice any of the status, licences,
authorisations, exemptions or consents of any member of the Wider Siemens Group
or of the Wider Broadcastle Group) in each case to an extent which is material
in the context of the Wider Broadcastle Group taken as a whole;
(v) save pursuant to the Offer or Part XIIIA of CA 1985, require any member
of the Wider Siemens Group or the Wider Broadcastle Group to acquire, or offer
to acquire, any shares or other securities (or the equivalent) in any member of
the Wider Broadcastle Group or the Wider Siemens Group, such acquisition being
material in the context of the Wider Broadcastle Group taken as a whole;
(vi) require, prevent or delay a divestiture by any member of the Wider
Siemens Group of any shares or other securities (or the equivalent) in
Broadcastle;
(vii) materially limit the ability of any member of the Wider Siemens Group
or the Wider Broadcastle Group to co-ordinate or integrate its business, or any
part of it, with the business or any part of the business of any other member of
the Wider Siemens Group or of the Wider Broadcastle Group; or
(viii) result in any member of the Wider Broadcastle Group or the Wider
Siemens Group ceasing to be able to carry on business under any name which it
presently does so,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;
(f) all Authorisations which are deemed reasonably necessary or appropriate
by Siemens for or in respect of the Offer or the proposed acquisition of all or
any Broadcastle Shares or other securities in, or control of, Broadcastle by any
member of the Wider Siemens Group having been obtained on terms and in a form
reasonably satisfactory to Siemens from all appropriate Third Parties or persons
with whom any member of the Wider Broadcastle Group has entered into contractual
arrangements where the absence of such Authorisations would have a materially
adverse effect on the Wider Siemens Group taken as a whole or the Wider
Broadcastle Group taken as a whole, as the case may be, and all such
Authorisations, together with all Authorisations necessary or appropriate to
carry on the business of any member of the Wider Broadcastle Group where such
business is material in the context of the Wider Broadcastle Group taken as a
whole remaining in full force and effect and there being no indication of any
intention to revoke, withdraw, suspend, restrict, withhold or modify or not to
grant or review any of the same where the absence of such Authorisation would
have a material adverse effect on the Broadcastle Group or the Wider Siemens
Group taken as a whole;
(g) all necessary filings or applications having been made in connection
with the Offer, and all appropriate waiting periods (including extensions
thereof) in respect of the Offer or its implementation under any applicable
legislation or regulations in any relevant jurisdiction having expired, lapsed
or been terminated (as appropriate) and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with in connection
with the Offer or the acquisition by any member of the Wider Siemens Group of
any shares or other securities in, or control of, Broadcastle;
(h) save as (i) fairly disclosed in writing to Siemens or its advisers prior
to 26 July 2005; or (ii) as otherwise publicly announced to a Regulatory
Information Service by Broadcastle prior to 26 July 2005, there being no
provision of any agreement, authorisation, arrangement, licence, permit or other
instrument to which any member of the Wider Broadcastle Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offer or the proposed acquisition of any
Broadcastle Shares or because of a change in the control or management of
Broadcastle or any member of the Wider Broadcastle Group, would or might result,
in a manner which could or might be material in the context of the Wider
Broadcastle Group taken as a whole, in:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any member of the Wider Broadcastle Group, 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,
prohibited or inhibited or becoming capable of being withdrawn, prohibited or
inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or
other instrument or the rights, liabilities, obligations or interests of any
member of the Wider Broadcastle Group thereunder being terminated or adversely
modified or affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider Broadcastle Group
being or falling to be disposed of or charged or ceasing to be available to any
such member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business;
(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
member of the Wider Broadcastle Group, or any such security (whether arising or
having arisen) becoming enforceable or being enforced;
(v) the interest or business of any such member of the Wider Broadcastle
Group with, any person, company, firm or body (or any agreements relating to any
such interest or business) being terminated, or adversely modified or affected;
(vi) the value of any member of the Wider Broadcastle Group or its financial
or trading position or prospects being prejudiced or adversely affected;
(vii) any member of the Wider Broadcastle Group ceasing to be able to carry
on business under any name under which it presently does so; or
(viii) the creation or assumption of any material liability, actual or
contingent, by any member of the Wider Broadcastle Group,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, licence, permit or other instrument to which any
member of the Wider Broadcastle Group is a party or by or to which any such
member or any of its assets is bound, entitled or subject, would be reasonably
likely to result in any of the events referred to in sub-paragraph (i) to (viii)
of this paragraph (h);
(i) save as (i) fairly disclosed in writing to Siemens or its advisers
prior to 26 July 2005; or (ii) as otherwise publicly announced to a Regulatory
Information Service by Broadcastle prior to 26 July 2005 no member of the Wider
Broadcastle Group having, since 31 December 2004:
(i) (save as between Broadcastle and wholly-owned subsidiaries of
Broadcastle, or for Broadcastle Shares issued pursuant to the exercise of
options granted under the Broadcastle Share Option Schemes prior to 26 July
2005), issued or agreed to issue, authorised or proposed the issue of additional
shares of any class or securities convertible into or exchangeable for, shares
of any class or rights, warrants or options to subscribe for, or acquire, any
such shares or convertible securities;
(ii) (save for Broadcastle Shares held in treasury and sold or transferred
pursuant to the exercise of options granted under the Broadcastle Shares Option
Schemes prior to 26 July 2005,) sold or transferred or agreed to sell or
transfer any Broadcastle Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus in respect of shares, dividend or other distribution
whether payable in cash or otherwise (other than to Broadcastle or wholly-owned
subsidiaries of Broadcastle), save for a) the final dividend of 2.06 pence per
share paid on 5 May 2005 and b) the interim dividend of 1.85 pence per share in
respect of the six month period ended 30 June 2005 which will not be paid to
Broadcastle Shareholders in the event the Offer becomes or is declared
unconditonal;
(iv) save for transactions between members of the Wider Broadcastle Group,
merged with or demerged or acquired any body corporate, partnership or business
or acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, 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, disposal, transfer,
mortgage, charge or the creation of any security interest over the same which is
material in the context of the Wider Broadcastle Group taken as a whole;
(v) save as between Broadcastle and its wholly-owned subsidiaries, 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 or made any change in or to
the terms of any debentures or become subject to any material contingent
liability or incurred or increased any material indebtedness other than in the
ordinary course of business;
(vii) save for transactions between members of the Broadcastle Group,
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) entered into, implemented, effected, varied, authorised, proposed or
announced its intention to enter into, any material reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business;
(ix) entered into or varied or terminated or authorised, proposed or
announced its intention to enter into or vary any material 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 is likely
to be materially restrictive on the business of any member of the Wider
Broadcastle Group or the Wider Siemens Group or which involves or is likely to
involve an obligation of such a nature or magnitude or which is other than in
the ordinary course of business;
(x) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider Broadcastle Group;
(xi) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider Broadcastle Group
which is material in the context of the Wider Broadcastle Group taken as a
whole;
(xii) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees, including the appointment of a trust corporation, which is, in any
such case, material in the context of the Wider Broadcastle Group taken as a
whole;
(xiii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(xiv) taken or proposed any corporate action, or had any legal proceedings
threatened or instituted against it for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or equivalent steps or
proceedings in any relevant jurisdiction having been taken or had any such
person appointed;
(xv) waived or compromised any material claim otherwise than in the ordinary
course of business;
(xvi) made any material alteration to its memorandum or articles of
association or other constitutional documents; or
(xvii) entered into any contract, agreement, commitment or arrangement 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 condition;
(j) save as (i) fairly disclosed in writing to Siemens or its advisers
prior to 26 July 2005; or (ii) as otherwise publicly announced to a Regulatory
Information Service by Broadcastle prior to 26 July 2005, since 31 December 2004
there being:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Broadcastle Group which is material in
the context of the Wider Broadcastle Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider Broadcastle Group or to which any member of the Wider Broadcastle
Group is or may become a party (whether as a claimant, defendant or otherwise)
and no enquiry or investigation by any Third Party against or in respect of any
member of the Wider Broadcastle Group having been commenced, announced or
threatened in writing by or against or remaining outstanding in respect of any
member of the Wider Broadcastle Group in each case which is material in the
context of the Wider Broadcastle Group taken as a whole;
(iii) no contingent or other liability having arisen or which would or might
reasonably be expected to adversely affect any member of the Wider Broadcastle
Group to an extent which is material in the context of the Wider Broadcastle
Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider Broadcastle Group, which is
necessary or appropriate for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is likely to
adversely affect the Wider Broadcastle Group taken as a whole;
(k) save as (i) fairly disclosed in writing to Siemens or its advisers prior
to 26 July 2005; or (ii) as otherwise publicly announced to a Regulatory
Information Service by Broadcastle prior to 26 July 2005, Siemens not having
discovered after 26 July 2005:
(i) that any financial, business or other information concerning the Wider
Broadcastle Group publicly disclosed or disclosed at any time by or on behalf of
any member of the Wider Broadcastle Group to any member of the Wider Siemens
Group, is misleading, contains a misrepresentation of any fact or omits to state
a fact necessary to make that information not misleading, to an extent (in each
case) that is material in the context of the Offer;
(ii) that any present member of the Wider Broadcastle Group is subject to
any material liability, contingent or otherwise, which is not disclosed in the
annual report and accounts for Broadcastle for the year ended 31 December 2004
or is reasonably likely to be and which is material in the context of the Wider
Broadcastle Group taken as a whole;
(l) save as fairly disclosed in writing to Siemens or its advisers prior to
26 July 2005, Siemens not having discovered:
(i) that any past or present member of the Wider Broadcastle Group has not
complied with all applicable legislation or regulations of any relevant
jurisdiction with regard to the use, treatment, storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health, or otherwise relating to
environmental matters or that there has otherwise been a material emission,
discharge, disposal, spillage or leak of waste or hazardous substance or any
substance likely to impair the environment or harm human health (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) on or from any land or
property of any description or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider Broadcastle Group or in
which any such member may now or previously have had an interest which would, in
any case, be likely to give rise to any liability (whether actual or contingent)
on the part of any member of the Wider Broadcastle Group which is material in
the context of the Wider Broadcastle Group taken as a whole;
(ii) that there is or is likely to be any material liability (whether actual
or contingent) on the part of any member of the Wider Broadcastle Group to make
good, repair, reinstate or clean up any property of any description or other
asset now or previously owned, occupied or made use of by any past or present
member of the Wider Broadcastle Group, or in which any such member may now or
previously have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party which is material in
the context of the Wider Broadcastle Group taken as a whole; or
(iii) that circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be likely to lead to any Third Party
instituting, (or whereby any member of the Wider Broadcastle Group would be
likely to be required to institute), an environmental audit or take any steps
which would in any such case be likely to result in any actual or contingent
liability to improve or install new plant or equipment or to make good, repair,
reinstate or clean up any property of any description or other asset now or
previously owned, occupied or made use of by any member of the Wider Broadcastle
Group, or in which any such member may now or previously have had an interest
which is material in the context of the Wider Broadcastle Group taken as a
whole.
2. For the purposes of these conditions the definitions in Appendix II
shall apply and in addition:
(a) "First Closing Date" means the date 21 days after the posting of the Offer Document;
(b) "Third Party" means any central bank, government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body, authority
(including any national anti-trust or merger control authority), court, trade agency,
association, institution or professional or environmental body or any other person or body
whatsoever in any relevant jurisdiction;
(c) a Third Party shall be regarded as having 'intervened' if it has given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or made, proposed or enacted any statute, regulation, decision or order or taken any
measures or other steps or required any action to be taken or information to be provided or
otherwise having done anything and 'intervene' shall be construed accordingly;
(d) "Authorisations" means authorisations, orders, grants, recognitions, determinations,
certificates, confirmations, consents, licences, clearances, provisions and approvals;
(e) the "Wider Broadcastle Group" means Broadcastle and its subsidiary undertakings, associated
undertakings and any other undertaking in which Broadcastle and/or such undertakings (aggregating
their interests) have a significant interest;
(f) the "Wider Siemens Group" means Siemens and its subsidiary undertakings, associated undertakings
and any other undertaking in which Siemens and/or such undertakings (aggregating their interests)
have a significant interest; and
(g) for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by CA 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall
be excluded for this purpose; and
(h) "significant interest" means a direct or indirect interest in more than twenty per cent. of the
equity share capital (as defined in CA 1985) of an undertaking.
Siemens reserves the right to waive, in whole or in part, all or any of
conditions (b) to (l) inclusive. Conditions (b) to (l) must be satisfied as at,
or waived on or before the twenty first day after the later of the First Closing
Date and the date on which condition (a) is fulfilled (or in each case such
later date as the Panel may agree).
Siemens shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (l) inclusive by a date earlier than the latest date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are, at
such earlier date, no circumstances indicating that any of such conditions may
be incapable of fulfilment.
If Siemens is required by the Panel to make an offer for Broadcastle Shares
under the provisions of Rule 9 of the Code, Siemens may make such alterations to
the above conditions of the Offer, including condition (a), as are necessary to
comply with the provisions of that Rule.
The Offer will comply with all applicable rules and regulations of the City
Code, the UK Listing Authority and the London Stock Exchange, will be governed
by English Law and will be subject to the jurisdiction of the Courts of England.
The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. (London time) on the First Closing Date or the time and date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later. In such circumstances, the Offer will cease to be capable of further
acceptance and persons accepting the Offer and Siemens shall thereupon cease to
be bound by Forms of Acceptance delivered on or before the date on which the
Offer so lapses.
APPENDIX II
Definitions
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Act" or "CA 1985" the Companies Act 1985, as amended
"Alternative Proposal" any indication of interest, proposal or offer of any kind by any
person other than Siemens in relation to any offer (as defined in
the Code) for Broadcastle or other business combination including
the acquisition of control (as defined in the Code) of
Broadcastle or of all or a material part of the assets of
Broadcastle and/or its subsidiary undertakings
"Australia" the Commonwealth of Australia, its states, possessions and
territories and all other areas subject to its jurisdiction and
any political sub-division thereof
"Broadcastle" or "the Company" Broadcastle plc
"Broadcastle Directors" the directors of Broadcastle
"Broadcastle Group" Broadcastle and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertaking in which
Broadcastle or such subsidiaries or undertakings have a
significant interest and for these purposes "significant
interest" means a direct or indirect interest in 20 per cent. or
more of the equity share capital (as defined in CA 1985) of an
undertaking
"Broadcastle Share Option Holders" holders of Broadcastle Share Options under the Broadcastle Share
Option Schemes
"Broadcastle Share Options" options granted under any of the Broadcastle Share Option Schemes
"Broadcastle Share Option Schemes" the 1995 Executive Share Option Scheme, the 1998 Approved
Executive Share Option Scheme and the 1998 Unapproved Executive
Share Option Scheme
"Broadcastle Shareholders" or "Shareholders holders of any Broadcastle Shares
"
"Broadcastle Shares" or "Shares" the existing issued or unconditionally allotted and fully paid
ordinary shares of 5 pence each in the capital of Broadcastle and
any further such shares which are unconditionally allotted and/or
issued fully paid (including pursuant to the exercise of options
granted under the Broadcastle Share Option Schemes) after the
date of this announcement and before the Offer closes (or before
such other time as Siemens may, subject to the City Code, decide
in accordance with the terms and conditions of the Offer)
"Canada" Canada, its possessions, provinces and territories and all areas
subject to its jurisdiction and any political sub-division
thereof
"City Code" or "Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of a Broadcastle Share as derived
from the Official List
"Form of Acceptance" the form of acceptance, authority and election for use in
connection with the Offer
"FSMA" the Financial Services and Markets Act 2000, as amended
"Inducement Fee" the inducement fee payable by Broadcastle to Siemens in the
circumstances described in paragraph 11 of this announcement
"Japan" Japan, its cities, prefectures, territories and possessions and
all other areas subject to its jurisdiction and political
sub-divisions
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer to be made by PricewaterhouseCoopers
on behalf of Siemens to acquire the entire issued and to be
issued share capital of Broadcastle on the terms and subject to
the conditions to be set out in the Offer Document and the Form
of Acceptance (including, where the context so requires, any
subsequent revision, variation, renewal or extension thereof)
"Offer Document" the formal offer document to contain and set out the terms and
conditions of the Offer
"Offer Price" 123.5 pence per Broadcastle Share
"Official List" the Daily Official List maintained by the London Stock Exchange
"OFT" the Office of Fair Trading
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"Panmure Gordon" Panmure Gordon (UK) Limited
"PricewaterhouseCoopers" PricewaterhouseCoopers LLP (a limited liability partnership
registered in England with registered number OC303525) which is
authorised and regulated in the UK by the Financial Services
Authority for designated investment business
"Regulatory Information Service" any of the services that is on the list of Regulatory Information
Services maintained by the UKLA
"Securities Act" the United States Securities Act of 1933 as amended and the rules
and regulations promulgated thereunder
"Siemens Financial Services" or "Siemens the financial services division of Siemens, incorporating group
Financial Services Group" companies that provide financial services products
"Siemens" Siemens AG
"Siemens Directors" the members of the managing board of Siemens
"UKLA" or "UK Listing Authority" the UK Listing Authority, a division of the Financial Services
Authority, 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 of America", "USA" or "US" the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction and any
political sub-division thereof
"US Person(s)" as defined in Regulation S under the Securities Act
Throughout this announcement and where the context so requires the masculine
gender shall include the feminine and neuter and the singular shall include the
plural and vice versa. The terms, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the meanings given by the Act
(but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).
APPENDIX III
Sources and Bases of Information
1. Unless otherwise stated, all financial information concerning
Broadcastle has been extracted from the annual report and accounts for the year
ended 31 December 2004, prepared under UK GAAP.
2. Unless otherwise stated, all financial information on Siemens and
Siemens Financial Services has been extracted from the annual report and
accounts of Siemens for the year ended 30 September 2004.
3. The source for the historic Closing Prices of Broadcastle Shares is
Datastream.
4. The value of the existing issued share capital of Broadcastle of #41.5
million is based on 33,639,410 Broadcastle Shares being in issue as at 26 July
2005 and an Offer Price of 123.5 pence for each Broadcastle Share.
5. The calculations regarding the percentage of the issued share capital of
Broadcastle in respect of which Siemens has received irrevocable undertakings or
a letter of intent to accept the Offer are based on 33,639,410 Broadcastle
Shares in issue as at 26 July 2005.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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