RNS No 0928q
SCOTTISH NATIONAL TRUST PLC
9th July 1998
PART 5
CONDITIONS
The Offers will be subject to the following conditions:-
Part A: CONDITIONS OF THE CAPITAL SHARE OFFERS
Each of the Capital Share Offers is subject to the following
conditions:
(i) valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date
of the Capital Share Offers (or such later time(s) and/or
date(s) as Abpref or Abpref Securities, as the case may be,
may, subject to the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lesser
percentage as Abpref or Abpref Securities, as the case may
be, may decide) in nominal value of the SNT Capital Shares
to which the Capital Share Offers relate. For the purposes
of this condition:
(a) SNT Capital Shares which have been unconditionally
allotted shall be deemed to carry the voting rights
they will carry upon being entered in the register
of members of SNT; and
(b) the expression "SNT Capital Shares to which the
Capital Share Offers relate" means (i) SNT Capital
Shares unconditionally allotted or issued on or
before the date the Capital Share Offers are made
and (ii) SNT Capital Shares unconditionally
allotted or issued after that date but before the
date on which the relevant Capital Share Offer
ceases to be open for acceptance (or such earlier
date, not being earlier than the date on which the
relevant Capital Share Offer becomes unconditional
as to acceptances, or, if later, the first closing
date of the Capital Share Offers, as Abpref or
Abpref Securities, as the case may be, may decide)
but excluding any SNT Capital Shares which, on the
date the Capital Share Offers are made, are held or
(otherwise than under a contract as described in
section 428(5) of the Companies Act 1985)
contracted to be acquired by Abpref or Abpref
Securities, as the case may be, and/or its
associates (within the meaning of section 430E of
the Companies Act 1985);
(ii) in the case of the Abpref Capital Share Offer, valid
acceptances of the Income Share Offer being received (and
not, where permitted, withdrawn) by 3.00 p.m. on the first
closing date of the Income Share Offer, (or such later
time(s) and/or date(s) as Abpref may, subject to the rules
of the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Abpref may decide) in
nominal value of the SNT Income Shares to which the Income
Share Offer relates. For the purposes of this condition:
SNT Income Shares which have been unconditionally
allotted shall be deemed to carry the voting rights
they will carry upon being entered in the register of
members of SNT; and
(a) the expression "SNT Income Shares to which the
Income Share Offer relates" means (i) SNT Income
Shares unconditionally allotted or issued on or
before the date the Income Share Offer is made and
(ii) SNT Income Shares unconditionally allotted or
issued after that date but before the date on which
the Income Share Offer ceases to be open for
acceptance (or such earlier date, not being earlier
than the date on which the relevant Income Share
Offer becomes unconditional as to acceptances, or,
if later, the first closing date of the Income
Share Offer, as Abpref may decide) but excluding
any SNT Income Shares which, on the date the Income
Share Offer is made, are held or (otherwise than
under a contract as described in section 428(5) of
the Companies Act 1985) contracted to be acquired
by Abpref and/or its associates (within the meaning
of section 430E of the Companies Act 1985);
(iii) valid acceptances of the Abpref Stepped Preference
Offer (in the case of the Abpref Capital Share Offer) or the
Abpref Securities Stepped Preference Offer (in the case of
the Abpref Securities Capital Share Offer) being received
(and not, where permitted, withdrawn) by 3.00 p.m. on the
first closing date of the Stepped Preference Offers, (or
such later time(s) and/or date(s) as Abpref or Abpref
Securities, as the case may be, may, subject to the rules of
the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Abpref or Abpref
Securities, as the case may be, may decide) in nominal value
of the SNT Stepped Preference Shares to which the Stepped
Preference Offers relate. For the purposes of this
condition:
(a) Stepped Preference Shares which have been
unconditionally allotted shall be deemed to carry
the voting rights they will carry upon being
entered in the register of members of SNT; and
(b) the expression "SNT Stepped Preference Shares to
which the Stepped Preference Offers relate" means
(i) SNT Stepped Preference Shares unconditionally
allotted or issued on or before the date the
Stepped Preference Offers are made and (ii) Stepped
Preference Shares unconditionally allotted or
issued after that date but before the date on which
the relevant Stepped Preference Offer ceases to be
open for acceptance (or such earlier date, not
being earlier than the date on which the relevant
Stepped Preference Offer becomes unconditional as
to acceptances, or, if later, on the first closing
date of the relevant Stepped Preference Offers, as
Abpref or Abpref Securities, as the case may be,
may decide) but excluding any Stepped Preference
Shares which, on the date the Stepped Preference
Offer is made, are held or (otherwise than under a
contract as described in section 428(5) of the
Companies Act 1985) contracted to be acquired by
Abpref or Abpref Securities, as the case may be,
and/or its associates (within the meaning of
section 430E of the Companies Act 1985);
(iv) valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date
of the Zero Offers, (or such later time(s) and/or date(s) as
Abpref Securities may, subject to the rules of the City
Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Abpref Securities may decide) in
nominal value of the SNT Zeros to which the Zero Offer
relates. For the purposes of this condition:
(a) SNT Zeros which have been unconditionally allotted
shall be deemed to carry the voting rights they
will carry upon being entered in the register of
members of SNT; and
(b) the expression "SNT Zeros to which the Zero Offer
relates" means (i) SNT Zeros unconditionally
allotted or issued on or before the date the Zero
Offer is made and (ii) SNT Zeros unconditionally
allotted or issued after that date but before the
date on which the Zero Offer ceases to be open for
acceptance (or such earlier date, not being earlier
than the date on which the Zero Offer becomes
unconditional as to acceptances, or, if later, the
first closing date of the Zero Offer, as Abpref
Securities may decide) but excluding any Zeros
which, on the date the Zero Offer is made, are held
or (otherwise than under a contract as described in
section 428(5) of the Companies Act 1985)
contracted to be acquired by Abpref Securities
and/or its associates (within the meaning of
section 430E of the Companies Act 1985);
(v) the Income Share Offer becoming unconditional in all
respects save for the condition in paragraph (iv) of Part B
of this Appendix, each of the Stepped Preference Offers
becoming unconditional in all respects save for the
condition in paragraph (iii) of Part C of this Appendix, the
Zero Offer becoming unconditional in all respects save for
the condition in paragraph (iii) of Part D of this Appendix
and, in the case of the Abpref Capital Share Offer, the
Abpref Securities Capital Share Offer becoming unconditional
in all respects save for the condition in this paragraph (v)
and, in the case of the Abpref Securities Capital Share
Offer, the Abpref Capital Share Offer becoming unconditional
in all respects save for the condition in this
paragraph (v);
(vi) the passing at an extraordinary general meeting of
Abpref (or at any adjournment thereof) of such resolutions
as are necessary to approve and implement the Offers and the
acquisition of any shares in SNT pursuant thereto, to
increase the authorised share capital of Abpref and to
confer authorities for the creation and allotment of the new
Abpref Ordinary Shares;
(vii) the London Stock Exchange agreeing to admit the
new Abpref Group Securities to be issued pursuant to the
relevant Capital Share Offer to the Official List and such
admission becoming effective in accordance with paragraph
7.1 of the Listing Rules of the London Stock Exchange;
(viii) in the case of the Abpref Securities Capital Share
Offer, Abpref Securities having control (having the same
meaning as where used in section 135 of the Taxation of
Chargeable Gains Act 1992) of SNT or valid acceptances being
received (and not where permitted withdrawn) in respect of
such number of SNT Capital Shares as would ensure that on
the Abpref Securities Capital Share Offer becoming
unconditional Abpref Securities would have such control;
(ix) the level of the FTSE All-Share Index remaining above
2000 and SNT's published total assets less current
liabilities remaining above #425 million, provided that the
Offeror shall not invoke this condition on any date if on
such date the directors or investment manager of SNT certify
to Abpref and Abpref Securities that the FAV of the SNT
Capital Shares if calculated as at such date would be above
5p per share:
(x) the auditors of Abpref Securities reporting to the
board of Abpref Securities in the terms provided by article
3.2.3(A)(2)(a) of the articles of association of Abpref
Securities that the ZDP Shares in issue immediately after
the issue of the ZDP Shares pursuant to the Offers and the
Placing would have Cover of not less than two times;
(xi) the consent dated 9 July 1998 of the trustee under
the trust deed constituting and securing the Debenture
Stock to the issue of the ZDP Shares pursuant to the
Offers and the Placing becoming unconditional;
(xii)the Placing Agreement not having been terminated, and
no event having occurred which would render any of the
conditions to the Placing Agreement incapable of
satisfaction, in each case before the Wholly
Unconditional Date;
(xiii)no event occurring or having occurred which causes or
would cause either Abpref or SNT to cease to be, or
cease to be capable of being, eligible for approval as
an investment trust within the meaning of section 842 of
the Income and Corporation Taxes Act 1988 in respect of
any accounting period and/or which would cause any of
Abpref, Abpref Securities or SNT to cease to comply with
the requirements specified in section 266(2) of the
Companies Act 1985;
(xiv)no scheme or arrangement proposed in connection with
the winding-up of SNT being approved by SNT Shareholders
or any class of them, or becoming effective, prior to
the Wholly Unconditional Date and the register of
members of SNT being open for registration of transfers
of SNT Shares at the Wholly Unconditional Date;
(xv) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or trade
agency or any court or other body or person in any
jurisdiction, including (without limitation) the United
Kingdom Inland Revenue, having decided to take,
instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference
or enacted, made or proposed, or taken any other steps,
and there not continuing to be outstanding any statute,
regulation or order, that would or might:
(a) make the Offers or any of them, their
implementation or the acquisition of any SNT Shares
by Abpref or Abpref Securities void, unenforceable
or illegal or restrict, prohibit, delay or
otherwise interfere with the implementation of, or
impose additional conditions or obligations with
respect to, or otherwise challenge, the Offers or
the acquisition of any SNT Shares by Abpref or
Abpref Securities;
(b) result in any delay in the ability of Abpref or
Abpref Securities, or render Abpref or Abpref
Securities unable, to acquire some or all of the
SNT Shares and/or some or all of SNT's assets;
(c) require, prevent or delay the divestiture, or alter
the terms envisaged for any proposed divestiture,
by Abpref or any of its subsidiaries or any company
in which it has a substantial interest (together
the "Wider Abpref Group") or by SNT of all or any
part of their respective businesses, assets or
properties or impose any limitation on their
ability to conduct their respective businesses
and/or to own any of their respective assets or
properties;
(d) impose any limitations on the ability of Abpref or
Abpref Securities to acquire or hold or to exercise
effectively, directly or indirectly, any rights of
ownership of shares in SNT and/or some or all of
SNT's assets; or
(e) require Abpref or Abpref Securities to acquire or
offer to acquire any SNT Shares;
(f) otherwise adversely affect the business, profits or
prospects of any member of the Wider Abpref Group
or of SNT;
and all applicable waiting periods during which any such
government, body, agency, court or other person could
institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference
having expired, lapsed or been terminated;
(xvi) all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, permissions and
approvals necessary or appropriate for or in respect of
the Offers or any of them and the proposed acquisition
of SNT Shares by Abpref or Abpref Securities being
obtained in terms and in a form satisfactory to Abpref
or Abpref Securities, as the case may be, from
appropriate governments, governmental,
quasi-governmental, supranational, statutory or
regulatory bodies, courts, trade agencies, professional
associations or persons or bodies with whom any member
of the Wider Abpref Group or SNT has entered into
contractual arrangements, and such authorisations,
orders, grants, recognitions, confirmations, consents,
clearances, permissions and approvals remaining in full
force and effect and all necessary filings having been
made and all appropriate waiting periods under any
applicable legislation and regulations in any
jurisdiction having expired or been terminated and no
notice of any intention to revoke any of the same having
been received, in each case as may be necessary in
connection with the Offers or any of them or the
proposed acquisition of any SNT Shares, or of control of
SNT, by Abpref or Abpref Securities (including for the
avoidance of doubt any consent, waiver or ruling of the
Panel in connection with the Offers or any of them)
under the laws or regulations of any jurisdiction and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(xvii)there being no provision of any arrangement, agreement
or other instrument to which SNT or any partnership or
company in which SNT is interested (an "associate") is a
party or by or to which SNT or any such associate or any
of their assets may be bound or be subject which could,
as a result of the proposed acquisition by Abpref or
Abpref Securities of the issued share capital of SNT or
any part thereof or otherwise, result in:
(a) any moneys borrowed by SNT or other indebtedness of
SNT, actual or contingent, becoming repayable or
capable of being declared repayable immediately or
earlier than the repayment date stated in such
arrangement, agreement or instrument;
(b) any such arrangement, agreement or instrument or
the rights, liabilities or obligations under any of
the same being terminated or modified or any
onerous obligation arising or any action being
taken or arising thereunder;
(c) the interests or business of SNT in or with any
other person, firm or company (or any arrangements
relating to such interest or business) being
adversely affected;
(d) any assets of SNT being disposed of or charged, or
any right arising under which any such assets could
be required to be disposed of or charged, otherwise
than in the ordinary course of business;
(e) the creation of any mortgage, charge or other
security over the whole or any part of the
business, property or assets of SNT or any such
security (whenever arising or having arisen)
becoming enforceable; or
(f) the financial or trading position of SNT being
prejudiced or adversely affected;
(xviii)SNT not having since 30 September 1997 (except as
disclosed in the Annual Report and Accounts of SNT for
the year ended 30 September 1997 or otherwise as
publicly announced by delivery of an announcement to
the Company Announcements Office of the London Stock
Exchange by SNT prior to the date of this announcement.
(a) issued or agreed to issue or authorised or proposed
the issue of additional shares of any class, or
securities convertible into any such shares, or
rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities
or redeemed, purchased or repaid any of its own
shares or other securities or reduced or made any
other change to its share capital or any part
thereof;
(b) declared, paid or made or proposed to declare, pay
or make any bonus, dividend or other distribution
in respect of any part of the share capital of SNT;
(c) authorised or proposed or announced an intention to
propose any merger or demerger or acquisition or
disposal of assets (other than in the ordinary
course of trading) or shares;
(d) authorised or proposed or announced its intention
to propose any change in its share or loan capital;
(e) issued any debentures or (save in the ordinary
course of business) incurred any indebtedness or
contingent liability;
(f) entered into or varied or proposed or announced its
intention to enter into or vary any contract or
commitment (whether in respect of capital
expenditure or otherwise) which is of a long term,
onerous or unusual nature or which involves or
could involve an obligation of a nature or
magnitude which is material in the context of SNT;
(g) entered into or varied the terms of any service
agreement with any of the directors of SNT;
(h) entered into or varied the terms of any agreement
with Gartmore Investment Limited or any of its
holding companies or any subsidiary of any such
holding company;
(i) disposed of or transferred, mortgaged or encumbered
any assets or any right, title or interest in any
asset or entered into any contract, transaction,
reconstruction, amalgamation or arrangement
otherwise than in the ordinary course of business
which is material;
(j) entered into any contract or other transaction
otherwise than in the ordinary course of business;
(k) taken any corporate action or had any petition
presented or order made for its winding-up,
dissolution or reorganisation or for the
appointment of a receiver, administrator,
administrative receiver, trustee or similar officer
of all or any of its assets or revenues; or
(l) entered into any contract, commitment or agreement
with respect to any of the transactions or events
referred to in this paragraph;
(xix) since 30 September 1997 (except as disclosed in the
Annual Report and Accounts of SNT for the year ended 30
September 1997 or otherwise as publicly announced by
delivery of an announcement to the Company Announcements
Office of the London Stock Exchange by SNT prior to the
date of this announcement:
(a) no adverse change in the business or assets or
financial or trading position or profits or
prospects of SNT having occurred; and
(b) no contingent or other liability having arisen
which might be likely materially and adversely to
affect SNT;
(xx) since 30 September 1997 (except as disclosed in the
Annual Report and Accounts of SNT for the year ended 30
September 1997 or otherwise as publicly announced by
delivery of an announcement to the Company Announcements
Office of the London Stock Exchange by SNT prior to the
date of this announcement, no litigation, arbitration
proceedings, prosecution or other legal proceedings
having been instituted by or remaining outstanding
against SNT (whether as plaintiff or defendant or
otherwise) and no such proceedings having been
threatened against SNT; and
(xxi) Abpref or Abpref Securities, as the case may be,
not having discovered:
(a) that any financial or business information
concerning SNT publicly disclosed at any time by or
on behalf of SNT is misleading, contains a
misrepresentation of fact or omits to state a fact
necessary to make the information contained therein
not misleading; or
(b) any information which affects the import of any
information disclosed at any time by or on behalf
of SNT;
(c) that any partnership, undertaking or company in
which SNT has a significant economic interest is
subject to any liability, contingent or otherwise,
which is not disclosed in the Annual Report and
Accounts of SNT for the year ended 30 September
1997 .
Abpref or Abpref Securities, as the case may be, reserves
the right to waive all or any of conditions (i) to (v)
inclusive and (viii) to (xxi) inclusive, in whole or in
part. Conditions (ii) to (xxi) inclusive must be satisfied
as at, or waived (where possible) on or before, the
twenty-first day after the later of the first closing date
of the Capital Share Offers and the date on which condition
(i) is fulfilled or waived (or in each case such later date
as the Panel may agree). Neither Abpref nor Abpref
Securities shall be under any obligation to waive or treat
as fulfilled any of conditions (i) to (v) inclusive and
(viii) to (xxi) inclusive by a date earlier than the date
specified above for the fulfilment thereof notwithstanding
that the other conditions of the relevant Capital Share
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 not be capable of
fulfilment.
Notwithstanding the foregoing, neither Abpref nor Abpref
Securities will waive or declare satisfied any of the
conditions set out above if immediately thereafter the
relevant Capital Share Offer is unconditional in all
respects unless Abpref simultaneously declares, or the
Income Share Offer becomes, unconditional in all respects.
Part B: CONDITIONS OF THE INCOME SHARE OFFER
The Income Share Offer is subject to the following
conditions:
(i) valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date
of the Income Share Offer (or such later time(s) and/or
date(s) as Abpref may, subject to the rules of the City
Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Abpref may decide) in nominal
value of the SNT Income Shares to which the Income Share
Offer relates. For the purposes of this condition:
(a) SNT Income Shares which have been unconditionally
allotted shall be deemed to carry the voting rights
they will carry upon being entered in the register
of members of SNT; and
(b) the expression "SNT Income Shares to which the
Income Share Offer relates" means (i) SNT Income
Shares unconditionally allotted or issued on or
before the date the Income Share Offer is made and
(ii) SNT Income Shares unconditionally allotted or
issued after that date but before the date on which
the Income Share Offer ceases to be open for
acceptance (or such earlier date, not being earlier
than the date on which the relevant Income Share
Offer becomes unconditional as to acceptances, or,
if later, the first closing date of the Income
Share Offer, as Abpref may decide) but excluding
any SNT Income Shares which, on the date the Income
Share Offer is made, are held or (otherwise than
under a contract as described in section 428(5) of
the Companies Act 1985) contracted to be acquired
by Abpref and/or its associates (within the meaning
of section 430E of the Companies Act 1985);
(ii) the passing at an extraordinary general meeting of
Abpref (or at any adjournment thereof) of such resolutions
as are necessary to approve and implement the Offers and the
acquisition of any shares in SNT pursuant thereto, to
increase the authorised share capital of Abpref and to
confer authorities for the creation and allotment of the new
Abpref Ordinary Shares;
(iii) the London Stock Exchange agreeing to admit the
new Abpref Ordinary Shares to be issued pursuant to the
Income Share Offer to the Official List and such admission
becoming effective in accordance with paragraph 7.1 of the
Listing Rules of the London Stock Exchange;
(iv) each of the Capital Share Offers becoming unconditional
in all respects save for the condition in paragraph (v) of
Part A of this Appendix, each of the Stepped Preference
Offers becoming unconditional in all respects save for the
condition in paragraph (iii) of Part C of this Appendix and
the Zero Offer becoming unconditional in all respects save
for the condition in paragraph (iii) of Part D of this
Appendix; and
(v) satisfaction of the conditions set out in paragraphs
(i) to (iv), (vi), (vii) and (ix) to (xxi) of Part A of this
Appendix.
Abpref reserves the right to waive all or any of conditions
(i), (iv) and (v) above in whole or in part. Conditions (ii)
to (v) inclusive must be satisfied as at, or waived (where
possible) on or before, the twenty-first day after the later
of the first closing date of the Income Share Offer and the
date on which condition (i) is fulfilled or waived (or in
each case such later date as the Panel may agree). Abpref
shall not be under any obligation to waive or treat as
fulfilled any of conditions (i), (iv) and (v) by a date
earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the
Income Share 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 not
be capable of fulfilment.
Notwithstanding the foregoing, Abpref will not waive or
declare satisfied any of the conditions set out above if
immediately thereafter the Income Share Offer is
unconditional in all respects unless Abpref and Abpref
Securities simultaneously declare the Capital Share Offer
made by it, or the Capital Share Offers become,
unconditional in all respects.
Part C: CONDITIONS OF THE STEPPED PREFERENCE OFFERS
Each of the Stepped Preference Offers is subject to the
following conditions:
(i) the passing at an extraordinary general meeting of
Abpref (or at any adjournment thereof) of such
resolutions as are necessary to approve and implement
the Offers and the acquisition of any shares in SNT
pursuant thereto, to increase the authorised share
capital of Abpref and to confer authorities for the
creation and allotment of the new Abpref Ordinary
Shares;
(ii) the London Stock Exchange agreeing to admit the new
Abpref Group Securities to be issued pursuant to the
relevant Stepped Preference Offer to the Official List
and such admission becoming effective in accordance
with paragraph 7.1 of the Listing Rules of the London
Stock Exchange;
(iii) each of the Capital Share Offers becoming
unconditional in all respects save for the condition in
paragraph (v) of Part A of this Appendix, the Income
Share Offer becoming unconditional in all respects save
for the condition in paragraph (iv) of Part B of this
Appendix, the Zero Offer becoming unconditional in all
respects save for the condition in paragraph (iii) of
Part D of this Appendix and, in the case of the Abpref
Stepped Preference Offer, the Abpref Securities Stepped
Preference Offer becoming unconditional in all respects
save for the condition in this paragraph (iii) and, in
the case of the Abpref Securities Stepped Preference
Offer, the Abpref Stepped Preference Offer becoming
unconditional in all respects save for the condition in
this paragraph (iii);
(iv) in the case of the Abpref Securities Stepped Preference
Offer, Abpref Securities having control (having the
same meaning as where used in section 135 of the
Taxation of Chargeable Gains Act 1992) of SNT or valid
acceptances being received (and not where permitted
withdrawn) in respect of such number of SNT Stepped
Preference Shares as would ensure that on the Abpref
Securities Stepped Preference Offer becoming
unconditional Abpref Securities would have such
control; and
(v) satisfaction of the conditions set out in paragraphs
(i) to (iv), (vi), (vii) and (ix) to (xxi) of Part A of
this Appendix.
Abpref or Abpref Securities, as the case may be, reserves
the right to waive all or any of conditions (iii) to (v)
above in whole or in part. Conditions (i) to (v) inclusive
must be satisfied as at, or waived (where possible) on or
before, the twenty-first day after the later of the first
closing date of the Stepped Preference Offers and the date
on which the condition in paragraph (i) of Part A is
fulfilled or waived (or in each case such later date as the
Panel may agree). Neither Abpref nor Abpref Securities shall
be under any obligation to waive or treat as fulfilled any
of conditions (iii) to (v) by a date earlier than the date
specified above for the fulfilment thereof notwithstanding
that the other conditions of the relevant Stepped Preference
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 not be capable of
fulfilment.
Part D: CONDITIONS OF THE ZERO OFFER
The Zero Offer is subject to the following conditions:
(i) the passing at an extraordinary general meeting of
Abpref (or at any adjournment thereof) of such
resolutions as are necessary to approve and implement
the Offers and the acquisition of any shares in SNT
pursuant thereto, to increase the authorised share
capital of Abpref and to confer authorities for the
creation and allotment of the new Abpref Ordinary
Shares;
(ii) the London Stock Exchange agreeing to admit the new
Abpref ZDP Shares to be issued pursuant to the Zero
Offer to the Official List and such admission becoming
effective in accordance with paragraph 7.1 of the
Listing Rules of the London Stock Exchange;
(iii) each of the Capital Share Offers becoming
unconditional in all respects save for the condition in
paragraph (v) of Part A of this Appendix, the Income
Share Offer becoming unconditional in all respects save
for the condition in paragraph (iv) of Part B of this
Appendix and each of the Stepped Preference Offers
becoming unconditional in all respects save for the
condition in paragraph (iii) of Part C of this
Appendix;
(iv) Abpref Securities having control (having the same
meaning as where used in section 135 of the Taxation of
Chargeable Gains Act 1992) of SNT or valid acceptances
being received (and not where permitted withdrawn) in
respect of such number of SNT Zeros as would ensure
that on the Zero Offer becoming unconditional Abpref
Securities would have such control; and
(v) satisfaction of the conditions set out in paragraphs
(i) to (iv), (vi), (vii) and (ix) to (xxi) of Part A of
this Appendix.
Abpref Securities reserves the right to waive all or any of
conditions (iii) to (v) above in whole or in part.
Conditions (i) to (v) inclusive must be satisfied as at, or
waived (where possible) on or before, the twenty-first day
after the later of the first closing date of the Zero Offer
and the date on which the condition in paragraph (i) of Part
A is fulfilled or waived (or in each case such later date as
the Panel may agree). Abpref Securities shall not be under
any obligation to waive or treat as fulfilled any of
conditions (iii) to (v) by a date earlier than the date
specified above for the fulfilment thereof notwithstanding
that the other conditions of the Zero 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 not be capable of fulfilment.
Part E: FURTHER TERMS OF THE OFFERS
(a) The making of the offers in, or to certain persons
resident in, or nationals or citizens of, jurisdictions
outside the United Kingdom ("overseas shareholders") or
to nominees of or trustees for overseas shareholders
may be affected by the laws of the relevant
jurisdiction. Overseas shareholders should inform
themselves about and observe any applicable legal
requirements.
(b) The Offers are not being made, directly or indirectly,
in or into the United States, Canada, Australia or
Japan or by use of the mails if, or by any means or
instrumentality of interstate or foreign commerce of,
or of any facility of a national securities exchange
of, the United States, Canada, Australia or Japan.
This includes, but is not limited to, facsimile
transmission, telex and telephone. The new Abpref
Group Securities to be issued pursuant to the Offers
and the Placing have not been and will not be
registered under the United States Securities Act 1933,
as amended, or under any of the relevant securities
laws of any state of the United States, Canada,
Australia or Japan. Accordingly, unless an exemption
under such Act or laws is applicable, new Abpref Group
Securities may not be offered, sold or delivered,
directly or indirectly, in or into the United States,
Canada, Australia or Japan.
Copies of this announcement, the Offer Document, Forms
of Acceptance and any related offer documents are not
being and must not be distributed, mailed or sent in,
into or from the United States, Canada, Australia or
Japan, and so doing may invalidate any related
purported acceptance of the Offers.
(c) The Offers will extend to SNT Shares in issue on the
date the Offers are made and to any further such shares
which are unconditionally allotted or issued after such
date and before the relevant Closing Date (or such
earlier date (if any), being not less than 14 days
after the Wholly Unconditional Date, as the Abpref or
Abpref Securities (as the case may be) may decide,
including any shares which are unconditionally allotted
or issued on exercise of warrants to subscribe for
capital shares of 25p each in SNT.
MORE TO FOLLOW
OFFGRGBRCGGCCIC
Apr Energy (LSE:APR)
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Von Jun 2024 bis Jul 2024
Apr Energy (LSE:APR)
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Von Jul 2023 bis Jul 2024
