RNS Number:2519D
Photo-Scan PLC
23 September 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Photo-Scan plc, 23 September 2004
Offer for Photo-Scan plc
Recommended Proposals for the acquisition of Photo-Scan ("Photo-Scan" or the "
Company") by Siemens AG ("Siemens") for cash consideration of 140 pence per
Photo-Scan Share to be implemented by means of a scheme of arrangement
* Photo-Scan and Siemens announce that they have agreed the terms of
recommended Proposals under which Siemens will offer to acquire the entire
issued and to be issued share capital of Photo-Scan by way of a Court sanctioned
scheme of arrangement under section 425 of the Companies Act.
* Under the Proposals, Photo-Scan Shareholders will receive 140 pence in
cash per Photo-Scan Share, valuing the current issued and to be issued share
capital of Photo-Scan at approximately #31.7 million.
* The cash consideration represents a premium of approximately:
- 31.5 per cent. over the average Closing Price of 106.4 pence in the
12 months to 7 May 2004, the last Business Day prior to the commencement of the
Offer Period;
- 26.4 per cent. over the average Closing Price of 110.7 pence in the 6
months to 7 May 2004, the last Business Day prior to the commencement of the
Offer Period;
- 6.5 per cent. over the Closing Price of 131.5 pence on 7 May 2004,
the last Business Day prior to the commencement of the Offer Period; and
- 10.2 per cent. over the Closing Price of 127.0 pence on 22 September
2004, the last Business Day prior to this announcement.
* The Scheme is expected to become effective by the end of December 2004
after it is approved by Photo-Scan Shareholders at both the Court Meeting and
the Photo-Scan Extraordinary General Meeting and is sanctioned by the Court.
Further details will be included in the Scheme Document which is expected to be
posted to Photo-Scan Shareholders in October 2004.
* Siemens has received irrevocable undertakings and letters of intent to
vote in favour of the Scheme at the Court Meeting and the resolution to be
proposed at the Photo-Scan Extraordinary General Meeting from certain
institutional and other Photo-Scan Shareholders in respect of 13,020,717
Photo-Scan Shares, representing in aggregate 57.9 per cent. of the current
issued share capital of Photo-Scan entitled to vote at the Meetings. These
include an irrevocable undertaking to vote in favour of the Proposals at the
Meetings from Fortress Finance Investment Inc. in respect of 4,170,696
Photo-Scan Shares, representing 18.6 per cent. of the current issued share
capital of Photo-Scan.
* The Photo-Scan Directors, who have been so advised by KPMG Corporate
Finance, consider that the terms of the Proposals are fair and reasonable. In
providing advice to the Photo-Scan Directors, KPMG Corporate Finance has taken
into account the Photo-Scan Directors' commercial assessments. The Photo-Scan
Directors intend to recommend unanimously that Photo-Scan Shareholders vote in
favour of the Proposals. The Photo-Scan Directors have irrevocably undertaken to
vote in favour of the Proposals in respect of all of their own beneficial
shareholdings in Photo-Scan.
Commenting on the Proposals, Andy Nash, Chairman of Photo-Scan, said:
"This offer is an excellent opportunity for our shareholders to receive cash for
their shares at a level which fairly reflects the value of Photo-Scan, from a
company with the resources to enable it to prosper and grow."
Commenting on the Proposals, Peter Wingard, Managing Director of the SBT UK
Group, said:
"Photo-Scan represents an important strategic opportunity for SBT and forms a
growth platform for our security activities in the UK. We expect to be able to
soon welcome the Photo-Scan team into our organisation and look forward to
developing SBT's UK security business together with them."
This summary should be read in conjunction with the full text of the attached
announcement. Appendix I sets out the conditions to implementation of the
Proposals and the Scheme. Appendix II sets out the bases and sources of
information from which the financial calculations used in this announcement have
been derived. Appendix III contains the definitions of terms used in this
announcement.
Enquiries:
Photo-Scan
Andy Nash, Chairman +44 7966 282 383
KPMG Corporate Finance
David Simpson +44 20 7311 1000
Paul Elliot +44 20 7311 1000
Rowan Dartington
Barrie Newton +44 117 933 0011
Helsen Communications
John Rudofsky +44 20 8786 6699
Siemens
Peter Gottal, Corporate Communications +49 89 636 33645
UBS Investment Bank
Mihiri Jayaweera +44 20 7567 8000
Jackie Arnott-Smith +44 20 7567 8000
KPMG Corporate Finance, a division of KPMG LLP, which is authorised and
regulated by the Financial Services Authority for investment business
activities, is acting for Photo-Scan as financial adviser in relation to the
Proposals and is not acting for any other person in relation to such Proposals.
KPMG Corporate Finance will not be responsible to anyone other than Photo-Scan
for providing the protections afforded to its clients nor for providing advice
in relation to the contents of this announcement or any offer or arrangement
referred to herein.
UBS is acting for Siemens in relation to the Proposals and no one else and will
not be responsible to anyone other than Siemens for providing the protections
afforded to clients of UBS nor for giving advice in relation to the Proposals or
any other matter referred to herein.
This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction.
Photo-Scan Shareholders are advised to read carefully the formal documentation
in relation to the Proposals once it has been despatched.
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, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Photo-Scan 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 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 Photo-Scan nor Siemens intends or assumes
any obligation to update these forward-looking statements.
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.
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
securities of Photo-Scan, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
Photo-Scan is generally required under the provisions of Rule 8 of the City Code
to disclose to a Regulatory Information Service ("RIS") and the Panel by not
later than 12.00 noon (London time) on the Business Day following the
transaction, every dealing in such securities during the period from 10 May
2004, the date of the commencement of the Offer Period, until the Effective Date
(or if applicable, until an offer made by Siemens becomes or is declared
unconditional as to acceptances or lapses or is otherwise withdrawn). Dealings
by Siemens or Photo-Scan or by their respective "associates" (within the
definition set out in the City Code) in any class of securities of Photo-Scan
must also be disclosed during this period. Please consult your financial
advisor immediately if you believe this rule may be applicable to you.
Disclosures should be made on an appropriate form and should be registered with
a RIS (e.g. Regulatory News Service of the London Stock Exchange (fax number:
+44 20 7588 6057)) and to the Panel (fax number: +44 20 7236 7005).
Siemens and Photo-Scan have agreed that, should Siemens so decide, and subject
to the consent of the Panel, the Proposals may be implemented by way of a
takeover offer within the meaning of Part XIIIA of the Companies Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Photo-Scan plc, 23 September 2004
Offer for Photo-Scan plc
Recommended Proposals for the acquisition of Photo-Scan ("Photo-Scan" or the "
Company") by Siemens AG ("Siemens") for cash consideration of 140 pence per
Photo-Scan Share to be implemented by means of a scheme of arrangement
1. Introduction
Photo-Scan and Siemens announce that they have reached agreement on the terms of
recommended Proposals under which Siemens will offer to acquire the entire
issued and to be issued share capital of Photo-Scan by way of a Court sanctioned
scheme of arrangement under section 425 of the Companies Act.
The Proposals value each Photo-Scan Share at 140 pence and the current issued
and to be issued share capital of Photo-Scan at approximately #31.7 million.
2. Recommendation
The Photo-Scan Directors, who have been so advised by KPMG Corporate Finance,
consider that the terms of the Proposals are fair and reasonable. In providing
advice to the Photo-Scan Directors, KPMG Corporate Finance has taken into
account the Photo-Scan Directors' commercial assessments.
Accordingly, the Photo-Scan Directors intend to recommend unanimously that
Photo-Scan Shareholders vote in favour of the Proposals, as they have
irrevocably undertaken to do in respect of all of their own beneficial
shareholdings of 90,131 Photo-Scan Shares, in aggregate representing
approximately 0.4 per cent. of the current issued share capital of Photo-Scan.
3. The Proposals
The Proposals are to be implemented by way of the Scheme. Under the terms of the
Scheme, which will be subject to the conditions set out in Appendix I of this
announcement and to be set out in the Scheme Document, if the Scheme becomes
effective, Photo-Scan Shareholders will receive from Siemens:
for each Photo-Scan Share 140 pence in cash
The cash consideration represents a premium of approximately:
- 31.5 per cent. over the average Closing Price of 106.4 pence in the
12 months to 7 May 2004, the last Business Day prior to the commencement of the
Offer Period;
- 26.4 per cent. over the average Closing Price of 110.7 pence in the 6
months to 7 May 2004, the last Business Day prior to the commencement of the
Offer Period;
- 6.5 per cent. over the Closing Price of 131.5 pence on 7 May 2004,
the last Business Day prior to the commencement of the Offer Period; and
- 10.2 per cent. over the Closing Price of 127.0 pence on 22 September
2004, the last Business Day prior to this announcement.
Further details of the Proposals will be set out in the Scheme Document, which
is expected to be posted to Photo-Scan Shareholders in October 2004.
4. Structure of the Proposals
(a) The Scheme
The Proposals are to be effected by way of a scheme of arrangement between
Photo-Scan and the Photo-Scan Shareholders under section 425 of the Companies
Act. The purpose of the Proposals is to enable Siemens to acquire the entire
issued and to be issued share capital of Photo-Scan.
Under the terms of the Scheme, it is proposed that:
(i) each of the Scheme Shares is cancelled. This will be effected by the
Capital Reduction which must be approved by Photo-Scan Shareholders by the
passing of the Special Resolution;
(ii) immediately after the Scheme Shares have been cancelled, the share
capital of Photo-Scan will be increased by the creation of the same number of
new Photo-Scan ordinary shares as the number of Scheme Shares which were
cancelled by the Capital Reduction referred to above;
(iii) the new Photo-Scan ordinary shares will then be allotted and issued
to Siemens in consideration for which Siemens will pay to Photo-Scan
Shareholders 140 pence for each Scheme Share held by them.
Once the new Photo-Scan ordinary shares have been issued, Photo-Scan will become
a wholly owned subsidiary of Siemens.
(b) Operation of and conditions to the Scheme
The implementation of the Scheme is conditional upon the Scheme becoming
effective by no later than 31 January 2005 or such later date as Siemens and
Photo-Scan may agree and the Court may approve, failing which the Scheme will
lapse.
To become effective, the Scheme requires, inter alia, approval by a majority in
number, representing not less than 75 per cent. in value, of the Photo-Scan
Shareholders present and voting, either in person or by proxy, at the Court
Meeting. At the Court Meeting voting will be by poll and each member present, in
person or by proxy, will be entitled to one vote for each Scheme Share held. In
addition, implementation of the Scheme requires the passing of a special
resolution at the Photo-Scan Extraordinary General Meeting to approve the Scheme
and the Capital Reduction comprised in the Scheme, any amendments to the
articles of association of Photo-Scan necessary to implement the Scheme and any
other resolutions that may be necessary, and satisfaction or waiver of the other
conditions set out in Appendix I of this announcement. Notices convening the
Meetings and further details of the nature of the shareholder approvals to be
given at them will be contained in the Scheme Document.
Under the Companies Act, the Scheme also requires the sanction of the Court.
Further details of the Court Hearing to sanction the Scheme and to confirm the
reduction of capital comprised in the Scheme will be set out in the Scheme
Document. All Photo-Scan Shareholders are entitled to attend the Court Hearing
in person or through counsel to support or oppose the sanctioning of the Scheme
and/or the Capital Reduction, as appropriate.
Once the necessary approvals from Photo-Scan Shareholders have been obtained and
the other conditions (set out in Appendix I of this announcement) have been
satisfied, or (where applicable) waived at the absolute discretion of Siemens,
the Scheme will become effective on delivery of an office copy of the Court
Order to the Registrar of Companies, and, in respect of the reduction of
capital, the registration by him of such Court Order. This is expected to occur
by the end of December 2004. If the Scheme becomes effective, it will be binding
on all Scheme Shareholders irrespective of whether or not they attend or vote in
favour of the Scheme at the Court Meeting or in favour of the Special
Resolution.
5. Expected timetable
It is intended that the Scheme Document and the Forms of Proxy containing
further details of the Proposals and the Scheme will be despatched to Photo-Scan
Shareholders and to participants in the Photo-Scan Share Option Schemes in
October 2004. The Scheme Document will include the notices of the Meetings and
full details of the Scheme together with the expected timetable, and will
specify the necessary actions to be taken by Photo-Scan Shareholders. The Scheme
is expected to become effective during December 2004. The consideration payable
to Photo-Scan Shareholders under the Scheme will be despatched within 14 days of
the Scheme becoming effective.
6. Information on Photo-Scan
Photo-Scan is a provider of innovative and customised security solutions to a
broad range of commercial clients. Its advanced technology solutions include
CCTV, access control to areas and buildings, remote monitoring, perimeter
protection, internet protocol systems, networking and fibre optic
infrastructures. Photo-Scan's clients include UK retailers, property companies,
local authorities, transport companies, manufacturers and financial services
companies.
Photo-Scan today announced its interim results for the six months to 30 June
2004. For this period, the Photo-Scan Group reported turnover of #12.6 million
(30 June 2003: #9.9 million) and a profit before tax of #1.3 million (30 June
2003: #0.9 million). As at 30 June 2004, the Photo-Scan Group had shareholders'
funds of #11.0 million (30 June 2003: #10.4 million) and net debt of #2.9
million (30 June 2003: net cash of #1.4 million).
The following paragraph is extracted from Photo-Scan's interim results
announcement for the six months to 30 June 2004:
"We are pleased that our new business strategy is now starting to prove itself
and believe that the quality of our new business opportunities has improved.
Consequently, we expect to continue to show progress into the second half of the
year."
7. Information on Siemens
Siemens is a global electrical engineering and electronics company active in
information and communications, automation and control, power, transportation,
medical, lighting, financing and real estate, with strong leadership positions
in various markets.
The SBT group within Siemens is a world leader in building technologies. SBT
develops and manufactures products and provides systems engineering, maintenance
and operational services, addressing needs for building security, building
automation and fire safety. SBT's Security Systems division provides innovative
electronic security solutions to protect people, property, business processes
and assets combined with life cycle services.
For the fiscal year ended 30 September 2003, Siemens reported worldwide net
sales of approximately Euro 74.2 billion (2002: Euro 84.0 billion) and income
before income taxes of approximately Euro 3.4 billion (2002: Euro 3.5 billion).
For the fiscal year ended 30 September 2003, SBT had worldwide sales of Euro 5.0
billion. For the fiscal year ended 30 September 2003, Siemens reported total
shareholders' equity of approximately Euro 23.7 billion.
Siemens reported results for its third quarter ended 30 June 2004 on 29 July
2004, at which time Siemens CEO, Heinrich v. Pierer, commented as follows:
"I am pleased about the developments in the third quarter. Order intake is
developing well, supported particularly by a very strong June. Also, net income
is progressing ahead of our expectations and should allow us to exceed our own
earnings objectives for the full year. These trends show that improvement in the
broader macroeconomic environment is now arriving in our industry, and that we
are succeeding with our enterprise-wide initiative, 'Go for profit and growth'.
To ensure our earnings momentum into the next fiscal year we are targeting
further operational improvements by the Groups."
8. Background to and reasons for the Proposals
Background to the Proposals
On 10 May 2004 the Board announced that it had received an unsolicited approach
regarding a possible offer for the Company but had decided that it was
inappropriate to progress those discussions on an exclusive basis. The Board
also said that it was investigating the possibility that other potential
strategic partners might be interested in acquiring Photo-Scan in order to
accelerate the further development of the Company through exploitation of the
current market opportunities available.
The Board retained KPMG Corporate Finance to assist in conducting a competitive
sale process with an extensive list of potential offerors, which led to the
offer from Siemens.
Reasons for the Proposals
The Company undertook a detailed review of its business in 2002 and concluded
that it should focus on winning large contracts, including rental and asset
buy-back propositions. This new focus entailed a move away from competing in
market sectors which the Board believed had become over-crowded, commoditised
and less profitable. It represented a major change from the way in which the
Company had previously operated. In the short term, the result of this strategy
was a reduction in sales and profitability. However by early 2004, the
commercial benefits of the new strategy were becoming evident with significant
contract wins from NCP and Network Rail.
Larger contracts are now becoming more important to the Company's profitability.
However, it is difficult to predict when they will occur and they require longer
lead times. These factors make it difficult for Photo-Scan to predict with
confidence that earnings will increase smoothly in the future.
Whilst the Company's cash generation record and strong balance sheet
historically have enabled it to reinvest in long-term rental contracts, major
new lease contracts will require additional external funding. As a small quoted
company, Photo-Scan may become constrained in its ability to access new debt and
equity funding on attractive terms to enable it to take full advantage of future
opportunities in the purchase and leaseback market.
The Board believes that Photo-Scan will benefit from the international presence,
financial strength and other support available from Siemens. The Board believes
that the Proposals will provide Photo-Scan Shareholders with certainty of value
at a level which fairly reflects the value of the Company.
The cash consideration under the terms of the Proposals represents a premium of
approximately 31.5 per cent. over the average Closing Price in the 12 months to
7 May 2004, the last Business Day prior to the date of the announcement
regarding the unsolicited approach for the Company. Since July 2001 until the
commencement of the Offer Period, the Company's shares did not trade above the
140 pence per share now available to Photo-Scan Shareholders.
In light of the factors set out above, the Photo-Scan Directors intend to
recommend unanimously that Photo-Scan Shareholders vote in favour of the
Proposals.
9. Irrevocable undertakings and letters of intent
Irrevocable undertakings to vote in favour of the Proposals at the Meetings have
been received by Siemens from the Photo-Scan Directors and members of their
immediate families in respect of all of their own beneficial shareholdings of
100,131 Photo-Scan Shares, representing in aggregate approximately 0.4 per cent.
of the current issued share capital of Photo-Scan.
An irrevocable undertaking to vote in favour of the Proposals at the Meetings
has also been received by Siemens from Fortress Finance Investment Inc. in
respect of 4,170,696 Photo-Scan Shares, representing 18.6 per cent. of the
current issued share capital of Photo-Scan.
These undertakings will lapse and cease to have effect if the Scheme is
withdrawn or lapses in accordance with its terms (but not if the Scheme is
lapsed or withdrawn by Siemens to make an offer under the City Code on no less
favourable terms than those proposed under the Scheme after the announcement by
a third party of a possible offer or firm intention to make an offer for the
Company or if the Scheme otherwise lapses or is withdrawn and within 28 days
Siemens announces a firm intention to make an offer under the City Code on no
less favourable terms as those proposed under the Scheme). The undertakings
also lapse if the Scheme has failed to become effective by 31 January 2005.
A further irrevocable undertaking to vote in favour of the Proposals at the
Meetings has been received by Siemens from a certain institutional Photo-Scan
Shareholder in respect of 4,465,400 Photo-Scan Shares, representing 19.9 per
cent. of the current issued share capital of Photo-Scan.
This undertaking will lapse and cease to have effect if the Scheme is withdrawn
or lapses in accordance with its terms. It will also lapse in the event of a
public notification by a third party of a possible offer or firm intention to
make an offer for the Company on more favourable terms than those proposed under
the Scheme. The undertaking will also lapse if the Scheme Document is not
posted by the end of October 2004 and if the Scheme has not become effective by
31 December 2004.
In addition, Siemens has received letters of intent to vote in favour of the
Proposals at the Meetings from certain institutional Photo-Scan Shareholders in
respect of 4,284,490 Photo-Scan Shares, representing in aggregate a further 19.1
per cent. of the current issued share capital of Photo-Scan.
Accordingly, Siemens has received irrevocable undertakings or letters of intent
to vote in favour of the Proposals at the Meetings in respect of 13,020,717
Photo-Scan Shares, representing in aggregate 57.9 per cent. of the current
issued share capital of Photo-Scan.
10. Management and employees
The Board has received assurances from Siemens that, if the Scheme becomes
effective, the existing employment rights, including pension rights, of all
Photo-Scan employees will be fully safeguarded.
11. Photo-Scan Share Option Schemes
Appropriate proposals will be made to holders of options under the Photo-Scan
Share Option Schemes in due course. Details of these proposals are expected to
accompany the Scheme Document.
12. Break fee
As part of the negotiations between Photo-Scan and Siemens, Photo-Scan has
agreed to enter into a break fee arrangement. The break fee, which amounts to
#317,000, is payable by Photo-Scan if, in summary, prior to the lapse or
withdrawal of the Proposals: (i) an independent competing offer is announced for
Photo-Scan which becomes or is declared unconditional in all respects or is
otherwise completed or implemented; (ii) the Directors of Photo-Scan (or any of
such directors), or any committee thereof, withdraw or, adversely modify their
recommendation of the Proposals; or (iii) Photo-Scan withdraws the Scheme at any
time or, after the Scheme has been approved by Photo-Scan Shareholders,
Photo-Scan fails to take any steps necessary to make the Scheme (or any
associated reduction of capital) effective within six weeks of such approval.
13. General
It is intended that Photo-Scan will apply to the London Stock Exchange for the
cancellation of the admission to trading in Photo-Scan Shares on AIM with effect
from the Effective Date.
Enquiries:
Photo-Scan
Andy Nash, Chairman +44 7966 282 383
KPMG Corporate Finance
David Simpson +44 20 7311 1000
Paul Elliot +44 20 7311 1000
Rowan Dartington
Barrie Newton +44 117 933 0011
Helsen Communications
John Rudofsky +44 20 8786 6699
Siemens
Peter Gottal, Corporate Communications +49 89 636 33645
UBS Investment Bank
Mihiri Jayaweera +44 20 7567 8000
Jackie Arnott-Smith +44 20 7567 8000
KPMG Corporate Finance, a division of KPMG LLP, which is authorised and
regulated by the Financial Services Authority for investment business
activities, is acting for Photo-Scan as financial adviser in relation to the
Proposals and is not acting for any other person in relation to such Proposals.
KPMG Corporate Finance will not be responsible to anyone other than Photo-Scan
for providing the protections afforded to its clients nor for providing advice
in relation to the contents of this announcement or any offer or arrangement
referred to herein.
UBS is acting for Siemens in relation to the Proposals and no one else and will
not be responsible to anyone other than Siemens for providing the protections
afforded to clients of UBS nor for giving advice in relation to the Proposals or
any other matter referred to herein.
This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction.
Photo-Scan Shareholders are advised to read carefully the formal documentation
in relation to the Proposals once it has been despatched.
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, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Photo-Scan 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 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 Photo-Scan nor Siemens intends or assumes
any obligation to update these forward-looking statements.
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.
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
securities of Photo-Scan, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
Photo-Scan is generally required under the provisions of Rule 8 of the City Code
to disclose to a Regulatory Information Service ("RIS") and the Panel by not
later than 12.00 noon (London time) on the Business Day following the
transaction, every dealing in such securities during the period from 10 May
2004, the date of the commencement of the Offer Period, until the Effective Date
(or if applicable, until an offer made by Siemens becomes or is declared
unconditional as to acceptances or lapses or is otherwise withdrawn). Dealings
by Siemens or Photo-Scan or by their respective "associates" (within the
definition set out in the City Code) in any class of securities of Photo-Scan
must also be disclosed during this period. Please consult your financial
advisor immediately if you believe this rule may be applicable to you.
Disclosures should be made on an appropriate form and should be registered with
a RIS (e.g. Regulatory News Service of the London Stock Exchange (fax number:
+44 20 7588 6057)) and to the Panel (fax number: +44 20 7236 7005).
Siemens and Photo-Scan have agreed that, should Siemens so decide, and subject
to the consent of the Panel, the Proposals may be implemented by way of takeover
offer within the meaning of Part XIIIA of the Companies Act.
Appendix I
Conditions to implementation of the Proposals and the Scheme
The Proposals will be subject to the applicable requirements of the City Code,
all applicable rules and regulations of the UKLA and the London Stock Exchange,
will be governed by English law and will be subject to the jurisdiction of the
Courts of England.
1. The Proposals are conditional upon the Scheme becoming unconditional
and effective, subject to the City Code, by no later than 31 January 2005 or
such later date as Siemens and Photo-Scan may agree and the Court may allow.
The Scheme is subject to:
(i) approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting, either in person or by proxy, at the Court
Meeting or at any adjournment of that meeting representing three-fourths or more
in value of the Scheme Shares held by such Scheme Shareholders;
(ii) the Special Resolution required to approve and implement the Scheme
and set out in the notice of Photo-Scan EGM being passed by 75 per cent. or more
of those voting, either in person or by proxy, at the Photo-Scan EGM;
(iii) the sanction (without modification or with such modification as is
agreed between Siemens and Photo-Scan) of the Scheme and confirmation of the
reduction of capital involved therein by the Court and an office copy of the
Court Order and the minute of such reduction attached thereto being delivered
for registration to the Registrar of Companies and, in relation to the reduction
of capital, being registered.
2. The Proposals are also conditional upon the following matters in this
paragraph 2 and accordingly, the necessary action to make the Scheme effective
will not be taken unless the following conditions in this paragraph are
satisfied or their satisfaction is waived by Siemens at its absolute discretion
at or prior to the Scheme being sanctioned by the Court:
(a) Siemens not having discovered or otherwise having become aware that the
Office of Fair Trading has referred or intends to refer the proposed acquisition
of Photo-Scan by any member of the Siemens Group or any matter arising therefrom
to the Competition Commission;
(b) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal 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 having required any action to be taken or otherwise
having done anything or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice and there not
continuing to be outstanding any statute, regulation, decision or order which
would or is reasonably likely to:
(i) make the Proposals or their implementation or the acquisition or
proposed acquisition of any Photo-Scan Shares or control, or the change of
control of Photo-Scan by any member of the Siemens Group void, unenforceable and
/or illegal under the laws of any jurisdiction, or otherwise directly or
indirectly prohibit, or restrain, restrict, delay or otherwise interfere, in a
material respect, with the implementation of, or impose additional material
conditions or obligations with respect to, or otherwise challenge or require
material amendment of the Proposals or the acquisition or the proposed
acquisition of any Photo-Scan Shares or control or the change of control of
Photo-Scan by any member of the Siemens Group;
(ii) require, prevent or delay the divestiture (or alter the terms
envisaged for such divestiture) by any member of the Siemens Group or by any
member of the Photo-Scan Group of all or a material part of their respective
businesses, assets or properties or impose any material limitation on their
ability to conduct their respective businesses (or any part thereof) or to own
any of their assets or properties (or any part thereof) to an extent which is
material in the context of the Photo-Scan Group taken as a whole or the SBT UK
Group taken as a whole (as the case may be);
(iii) impose any limitation on, or result in a delay in, the ability of
any member of the Siemens Group directly or indirectly to acquire or hold or to
exercise effectively all or any rights of ownership in respect of shares or
other securities (or the equivalent) in Photo-Scan or on the ability of any
member of the Wider Photo-Scan Group or any member of the Siemens Group to hold
or exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider Photo-Scan Group;
(iv) require any member of the Siemens Group or the Wider Photo-Scan
Group to acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Photo-Scan Group or any asset
owned by any party other than a member of the Wider Photo-Scan Group (other than
in the implementation of the Proposals);
(v) require, prevent, delay, amend or change a divestiture by any member
of the Siemens Group of any shares or other securities (or the equivalent) or
interest in any member of the Wider Photo-Scan Group;
(vi) result in any member of the Wider Photo-Scan Group ceasing to be
able to carry on business under any name under which it presently does so to an
extent which is material in the context of the Photo-Scan Group taken as a
whole;
(vii) impose any material limitation on the ability of any member of the
Siemens Group or any member of the Wider Photo-Scan Group to integrate or co-
ordinate all or any part of its business with all or any part of the business of
any other member of the Siemens Group and/or the Wider Photo-Scan Group; or
(viii) otherwise adversely affect the business, assets, financial or
trading position, profits or prospects of any member of the Wider Photo-Scan
Group or any member of the Siemens Group in a manner which is adverse to and
material in the context of the Photo-Scan Group taken as a whole or the SBT UK
Group taken as a whole (as the case may be);
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Proposals or the
acquisition or proposed acquisition of any Photo-Scan Shares or otherwise
intervene having expired, lapsed, or been terminated;
(c) all necessary or appropriate notifications, filings or applications
having been made in connection with the Proposals and all necessary waiting
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all Authorisations necessary or appropriate in any
jurisdiction for or in respect of the Proposals and the acquisition or the
proposed acquisition of any shares or other securities in, or control of,
Photo-Scan by any member of the Siemens Group having been obtained in terms and
in a form reasonably satisfactory to Siemens from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Photo-Scan Group or the Siemens Group
has entered into contractual arrangements and all such Authorisations necessary
or appropriate to carry on the business of any member of the Wider Photo-Scan
Group in any jurisdiction having been obtained in each case where the direct
consequence of a failure to make such notification or filing or to wait for the
expiry, lapse or termination of any such waiting period or to comply with such
obligation or obtain such Authorisation would have a material adverse effect on
the Photo-Scan Group or the ability of Siemens to implement the Proposals and
all such Authorisations remaining in full force and effect at the Effective Date
and there being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;
(d) save as publicly announced to a Regulatory Information Service by or on
behalf of Photo-Scan before 23 September 2004 or as fairly disclosed in writing
by Photo-Scan to Siemens before 23 September 2004 there being no provision of
any arrangement, agreement, licence, permit, lease or other instrument to which
any member of the Wider Photo-Scan Group is a party or by or to which any such
member or any of its assets is or may be bound or be subject or any event or
circumstance which, as a consequence of the Proposals or the acquisition or the
proposed acquisition by any member of the Siemens Group of any shares or other
securities (or the equivalent) or interest in Photo-Scan or because of a change
in the control or management of any member of the Wider Photo-Scan Group or
otherwise, could or might reasonably be expected to result in, in each case to
an extent which is material in the context of the Photo-Scan Group taken as a
whole:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of any member of the Wider Photo-Scan Group being or becoming
repayable, or capable of being declared repayable, immediately or prior to its
or their 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) the rights, liabilities, obligations, interests or business of any
member of the Wider Photo-Scan Group or any member of the Siemens Group under
any such arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Photo-Scan Group or any member
of the Siemens Group in or with any other firm or company or body or person (or
any agreement or arrangement relating to any such business or interests) being
terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(iii) any member of the Wider Photo-Scan Group ceasing to be able to
carry on business under any name under which it presently does so;
(iv) any assets or interests of, or any asset the use of which is enjoyed
by, any member of the Wider Photo-Scan Group being or falling to be disposed of
or charged or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
member of the Wider Photo-Scan Group otherwise than in the ordinary course of
business;
(v) 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 Photo-Scan Group;
(vi) the value of, or the financial or trading position or prospects of,
any member of the Wider Photo-Scan Group being prejudiced or adversely affected;
(vii) the creation of any liability (actual or contingent) by any member
of the Wider Photo-Scan Group; or
(viii) any liability of any member of the Wider Photo-Scan Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers;
(e) except as fairly disclosed in the Annual Report and Accounts of
Photo-Scan or the Interim Results of Photo-Scan or as publicly announced to a
Regulatory Information Service by or on behalf of Photo-Scan before 23 September
2004 or as fairly disclosed in writing by Photo-Scan to Siemens before 23
September 2004, no member of the Wider Photo-Scan Group having since 31 December
2003:
(i) save for the issue of Photo-Scan Shares pursuant to the Proposals
or pursuant to the exercise of options granted before 23 September 2004 under
the Photo-Scan Share Option Schemes and which grants have been fairly disclosed
in writing by Photo-Scan to Siemens, issued or agreed to issue or authorised or
proposed the issue of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether payable
in cash or otherwise) other than to Photo-Scan or one of its wholly-owned
subsidiaries;
(iii) save for transactions between Photo-Scan and its wholly-owned
subsidiaries, merged with or demerged from 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 right, title
or interest in any asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so;
(iv) save as between Photo-Scan and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed or announced
an intention to propose any change in its loan capital which is materially
adverse in the context of the Wider Photo-Scan Group;
(v) issued, authorised or proposed the issue of any debentures or save
as between Photo-Scan and its wholly-owned subsidiaries or between such wholly-
owned subsidiaries incurred or increased any indebtedness or become subject to
any contingent liability to an extent which is material in the context of the
Photo-Scan Group;
(vi) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long term, unusual or onerous nature, or which involves or could involve an
obligation of a nature or magnitude which is, in any such case, material in the
context of the Photo-Scan Group or which is or is likely to be restrictive on
the business of any member of the Wider Photo-Scan Group or the Siemens Group;
(vii) entered into or varied the terms of any service agreement with any
director or senior executive of the Wider Photo-Scan Group;
(viii) 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 employee of the Wider Photo-Scan Group which,
taken as a whole, are material in the context of the Photo-Scan Group taken as a
whole;
(ix) 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 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 on which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(x) implemented, effected or authorised, proposed or announced its
intention to implement any composition, assignment, reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement (other than
the Proposals);
(xi) 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 (other than pursuant to the
Proposals);
(xii) waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Photo-Scan Group
taken as a whole;
(xiii) made any material alteration to its memorandum or articles of
association or other incorporation documents (other than pursuant to the
Proposals);
(xiv) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension of
payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of any
administrator, receiver, manager, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or appointed any analogous person in any jurisdiction or had
any such person appointed;
(xv) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business; or
(xvi) entered into any contract, commitment, agreement or arrangement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(f) except as fairly disclosed in the Annual Report and Accounts of
Photo-Scan or the Interim Results of Photo-Scan or as publicly announced to a
Regulatory Information Service by or on behalf of Photo-Scan or as fairly
disclosed in writing by Photo-Scan to Siemens in each case before 23 September
2004, since 31 December 2003:
(i) there having been no material adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Photo-Scan Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
or regulatory proceedings having been threatened, announced or instituted by or
against or remaining outstanding against any member of the Wider Photo-Scan
Group or to which any member of the Wider Photo-Scan Group is or may become a
party (whether as claimant or defendant or otherwise) and no enquiry or
investigation by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Photo-Scan Group having been threatened,
announced or instituted by or against, or remaining outstanding in respect of,
any member of the Wider Photo-Scan Group which, in any such case, might be
expected materially and adversely to affect the Photo-Scan Group taken as a
whole;
(iii) no contingent or other liability having arisen or become known to
any member of the Siemens Group which is or might be likely adversely to affect
the business, assets, financial or trading position or profits or prospects of
any member of the Wider Photo-Scan Group to an extent which is material to the
Photo-Scan 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 Photo-Scan Group,
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material and
likely adversely to affect the Photo-Scan Group taken as a whole;
(g) save as fairly disclosed in writing by Photo-Scan to Siemens in each
case prior to 23 September 2004, Siemens not having discovered:
(i) that any financial, business or other information concerning the
Wider Photo-Scan Group publicly disclosed or disclosed to any member of the
Siemens Group at any time by or on behalf of any member of the Wider Photo-Scan
Group is misleading, contains a misrepresentation of fact or omits to state a
fact necessary to make that information not misleading, in each case, which is
material in the context of the Photo-Scan Group or in the context of the
acquisition of Photo-Scan by any member of the Siemens Group;
(ii) that any member of the Wider Photo-Scan Group is subject to any
liability, contingent or otherwise, which is not disclosed in the Annual Report
and Accounts of Photo-Scan or Interim Results of Photo-Scan, and which is
material in the context of the Photo-Scan Group;
(iii) any information which materially affects the import of any
information disclosed to Siemens at any time by or on behalf of any member of
the Wider Photo-Scan Group; or
(iv) in relation to any release, emission, accumulation, discharge,
disposal or other fact or circumstance which has impaired or is likely to impair
the environment (including property) or harmed or is likely to harm human
health, no past or present member of the Wider Photo-Scan Group, in a manner or
to an extent which is material in the context of the Photo-Scan Group (i) having
committed any violation of any applicable laws, statutes, regulations, notices
or other requirements of any Third Party; and/or (ii) having incurred any
liability (whether actual or contingent) to any Third Party; and/or (iii) being
likely to incur any liability (whether actual or contingent), or being required,
to make good, remediate, repair, re-instate or clean up the environment
(including any property).
3. Certain further terms of the Scheme
Siemens reserves the right in its absolute discretion to waive in whole or in
part all or any of conditions 2(a) to (g) inclusive. Conditions 2(a) to (g)
inclusive shall be regarded as separate conditions and shall not be limited by
reference to any other condition. Condition 1 cannot be waived. The Proposals
will lapse and the Scheme will not proceed unless all of the above conditions
are fulfilled or (if capable of waiver) waived, or, where appropriate,
determined by Siemens to have been satisfied or to remain satisfied prior to the
Scheme being sanctioned by the Court. Siemens shall be under no obligation to
waive or treat as fulfilled any of conditions 2(a) to (g) above inclusive by a
date earlier than the date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Proposals 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.
Subject to the consent of the Panel, Siemens reserves the right to elect to
implement the Proposals by way of a takeover offer (as defined in section 428 of
the Companies Act) for Photo-Scan Shares on the same terms and conditions as set
out in this announcement but subject to such changes as Siemens considers are
appropriate.
The Proposals and the Scheme will be governed by English law and be subject to
the jurisdiction of the Courts of England and to the terms and conditions set
out above and below and in the Scheme Document.
If Siemens is required by the Panel to make an offer for Photo-Scan Shares under
the provisions of Rule 9 of the City Code, Siemens may make such alterations to
the conditions as are necessary to comply with the provisions of that Rule.
4. Lapse of the Proposals
Unless the Panel consents otherwise, the Proposals will lapse and the Scheme
will not proceed if, prior to the date of the Court Meeting, the Proposals, or
any aspect thereof, are referred to the Competition Commission.
Appendix II
Bases and Sources of Information
1. Unless otherwise stated:
(i) financial information relating to Photo-Scan has been extracted
from the relevant published audited Annual Report and Accounts of Photo-Scan and
/or the published Interim Results of Photo-Scan and/or other public statements
made by Photo-Scan; and
(ii) financial information relating to Siemens has been extracted from
the relevant published audited consolidated accounts of Siemens.
2. The value of the current issued and to be issued share capital of
Photo-Scan of #31,726,009 is based on 22,481,435 Photo-Scan Shares being in
issue as at 22 September 2004 together with 180,000 Photo-Scan Shares in respect
of which there are options outstanding under the Photo-Scan Share Option Schemes
for which the exercise price is below 140 pence for each Photo-Scan Share, and a
price of 140 pence being paid by Siemens for each Photo-Scan Share.
3. The calculation regarding the percentage of the existing issued share
capital of Photo-Scan in respect of which Photo-Scan Directors have confirmed
that they intend to vote in favour of the Proposals is based on 90,131
Photo-Scan Shares being held by the Photo-Scan Directors as a proportion of
22,481,435 Photo-Scan Shares currently in issue (as at 22 September 2004).
4. The calculation regarding the percentage of the existing issued share
capital of Photo-Scan in respect of which Siemens has received irrevocable
undertakings and letters of intent to vote in favour of the Scheme is based on
13,020,717 Photo-Scan Shares being held by those persons who have given such
irrevocable undertakings and letters of intent as a proportion of 22,481,435
Photo-Scan Shares currently in issue (as at 22 September 2004).
5. Unless otherwise stated, all prices quoted for shares are closing
mid-market prices and are derived from the Daily Official List.
Appendix III
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
AIM the Alternative Investment Market operated by the London
Stock Exchange
Annual Report and Accounts of Photo-Scan the annual report and accounts of Photo-Scan for the year
ended 31 December 2003
Australia the Commonwealth of Australia, its territories and
possessions
Authorisations authorisations, orders, grants, recognitions, confirmations,
consents, licences, clearances, certificates, permissions or
approvals
Board the board of directors of Photo-Scan
Business Day a day (excluding Saturdays, Sundays and UK public holidays)
on which banks are generally open for business in the City
of London
Canada Canada, its provinces and territories and all areas subject
to its jurisdiction
Capital Reduction the proposed reduction of the capital of Photo-Scan in
connection with the Scheme
City Code the City Code on Takeovers and Mergers
Closing Price the closing middle-market quotation of a Photo-Scan Share as
derived from the Daily Official List
Companies Act the Companies Act 1985 (as amended)
Competition Commission the body corporate in the UK known as the Competition
Commission as established under section 45 of the
Competition Act 1998, as amended
Conditions the conditions to the implementation of the Proposals
(including the Scheme) which are set out in Appendix I of
this document
Court the High Court of Justice in England and Wales
Court Hearing the hearing by the Court of the petition to sanction the
Scheme and to confirm the Capital Reduction
Court Meeting the meeting of the Scheme Shareholders (and any adjournment
thereof) convened by order of the Court pursuant to section
425 of the Companies Act, to be held for the purpose of
considering and, if thought fit, approving the Scheme (with
or without amendment)
Court Order the order of the Court granted at the Court Hearing
sanctioning the Scheme under section 425 of the Companies
Act and confirming the reduction of capital to be provided
for by the Scheme under section 137 of the Companies Act
Daily Official List the Daily Official List published by the London Stock
Exchange
Directors of Photo-Scan or Photo-Scan the directors of Photo-Scan
Directors
Effective Date the date on which the Scheme becomes effective in accordance
with its terms
Forms of Proxy either or both of the blue form of proxy for use at the
Court Meeting and the pink form of proxy for use at the
Photo-Scan EGM, as the context requires
FSA the Financial Services Authority
Groups a Group within Siemens AG is equivalent to a reportable
segment as defined by U.S. GAAP. Siemens AG consists of 15
Groups, e.g. Siemens Building Technologies, Automation and
Drives, Power Generation
Holder a registered holder of Photo-Scan Shares and any person
entitled thereto by transmission
Interim Results of Photo-Scan the interim results of Photo-Scan for the six months to 30
June 2004
Japan Japan, its cities and prefectures, territories and
possessions
KPMG Corporate Finance KPMG Corporate Finance, a division of KPMG LLP, financial
adviser to Photo-Scan
Listing Rules the Listing Rules of the UKLA
Meetings the Court Meeting and the Photo-Scan EGM
Offer Period 10 May 2004 until the Effective Date
Order Date the date on which the Court Order is made
Order Record Time 6 p.m. on the Business Day immediately preceding the Order
Date
Panel the Panel on Takeovers and Mergers
Photo-Scan or the Company Photo-Scan plc, a public limited company incorporated in
England and Wales with registered number 3859002
Photo-Scan Extraordinary General Meeting or the extraordinary general meeting of Photo-Scan Shareholders
Photo-Scan EGM (and any adjournment thereof) convened in connection with
the Proposals
Photo-Scan Group Photo-Scan and its subsidiaries and subsidiary undertakings
and where the context permits, each of them
Photo-Scan Share Option Schemes the Photo-Scan Unapproved Executive Share Option Plan 2000
and the Photo-Scan Approved Executive Share Option Plan 2000
Photo-Scan Shareholder(s) a holder or holders of Photo-Scan Shares from time to time
Photo-Scan Shares the ordinary shares of 25 pence each in the capital of
Photo-Scan
Proposals the Scheme and other matters to be considered at the
Meetings
Registrar of Companies the Registrar of Companies of England and Wales
Regulatory Information Service any of the services set out in Schedule 12 to the Listing
Rules of the UKLA from time to time
SBT Siemens Building Technologies
SBT UK Group Siemens Building Technologies Limited and its subsidiaries
and subsidiary undertakings and where the context permits,
each of them or the Siemens Building Technologies division
of Siemens plc, as the context requires
Scheme the proposed cancellation scheme of arrangement under
section 425 of the Companies Act between Photo-Scan and the
Scheme Shareholders, the full terms of which will be set out
in the Scheme Document with or subject to any modification,
addition or condition approved or imposed by the Court and
agreed by Photo-Scan and Siemens
Scheme Document the document to be addressed to (amongst others) Photo-Scan
Shareholders setting out the full terms of the Scheme and
containing notices convening the Photo-Scan Court Meeting
and the Photo-Scan Extraordinary General Meeting
Scheme Shareholders holders of Scheme Shares
Scheme Shares Photo-Scan Shares:
(a) in issue at the date of the Scheme;
(b) (if any) issued after the date of the Scheme and prior
to the Voting Record Time in respect of the Court Meeting;
and
(c) (if any) issued on or after the Voting Record Time and
at or prior to the Order Record Time either on terms that
the original or any subsequent Holders thereof shall be
bound by the Scheme or in respect of which the Holder
thereof shall have agreed in writing to be bound by the
Scheme but excluding any Photo-Scan Shares held by Siemens
Siemens Siemens AG, a company incorporated in Germany and registered
in the commercial register of the local courts of
Berlin-Charlottenburg under HRB 12300 and of Munich under
HRB 6684
Siemens Group Siemens, its subsidiaries and subsidiary undertakings and
where the context permits, each of them
Special Resolution the special resolution to be proposed at the Photo-Scan EGM
in connection with, inter alia, the approval of the Scheme
and the sanctioning of the Capital Reduction
subsidiary, subsidiary undertaking, have the meaning given by the Companies Act (but for these
associated undertaking and undertaking purposes ignoring paragraph 20(1)(b) of Schedule 4A to the
Companies Act) and "substantial interest" means a direct or
indirect interest in 20 per cent. or more of the equity
capital of an undertaking
the London Stock Exchange London Stock Exchange plc
Third Party a government, governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
trade agency, court, professional association or any other
body or person in any jurisdiction
UBS or UBS Investment Bank UBS Limited
UKLA the United Kingdom Listing Authority, being 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 or US the United States of America, its territories and
possessions, all areas subject to its jurisdiction thereof,
any State of the United States of America and the District
of Columbia
Voting Record Time 6.00 p.m. on the Business Day prior to the day immediately
before the Court Meeting or any adjournment thereof (as the
case may be)
Wider Photo-Scan Group the Photo-Scan Group and associated undertakings and any
other body corporate, partnership, joint venture or person
in which the Photo-Scan Group and such undertakings
(aggregating their interests) have an interest of more than
20 per cent. of the voting or equity capital or the
equivalent.
All times referred to in this announcement are references to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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