RNS Number:9580H
Chrysalis VCT PLC
28 January 2005
Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia or Japan
28 January 2005
Merger
by way of recommended offers by
Smith & Williamson Corporate Finance Limited
on behalf of
Chrysalis VCT plc ("Chrysalis")
for each of
Chrysalis A VCT plc ("Chrysalis A"),
Chrysalis B VCT plc ("Chrysalis B") and
Chrysalis C VCT plc ("Chrysalis C")
(together the "Chrysalis Companies")
Summary
Further to the announcement of a possible merger on 22 December 2004, the boards
of the Chrysalis Companies and the board of Chrysalis announce that they have
reached agreement on the terms of a merger by way of recommended offers to be
made by Smith & Williamson on behalf of Chrysalis for the entire issued ordinary
share capital of each of the Chrysalis Companies.
* The Offers will be all-share and, in addition, special dividends will be paid
(tax-free to Qualifying Shareholders), subject to the Offers becoming or being
declared wholly unconditional. The Offers are being made on the basis of 607,
482 and 614 New Chrysalis Shares for every 1,000 shares in Chrysalis A,
Chrysalis B and Chrysalis C, respectively. The Special Dividends will be payable
in cash on the basis of 10p, 1.75p and 1p per Chrysalis A, Chrysalis B and
Chrysalis C Share, respectively.
* The table below sets out the approximate value of the Offers (per share and
for the whole of the current issued ordinary share capital of the Chrysalis
Companies), when combined with the Special Dividends and based on the closing
price of 52.5p per Chrysalis Share on 27 January 2005, and the premia
represented by the Offers over the closing Chrysalis Companies Share prices on
21 December 2004 (Chrysalis A - 37.5p, Chrysalis B - 25.0p, Chrysalis C -
30.0p), the last business day prior to the announcement of a possible merger:
Offer Special Offer value Premium to Total offer
price Dividend per share market price value (incl.
per share per share (incl. Special
Special Dividends)
Dividends)
Chrysalis A 31.9p 10p 41.9p 11.6% #2.7m
Chrysalis B 25.3p 1.75p 27.1p 8.2% #2.9m
Chrysalis C 32.2p 1p 33.2p 10.8% #3.5m
* The Merger will create a viably sized VCT with greater prospects for growth
and achieve estimated cost savings of approximately #250,000 per annum.
* The liquidity of the shares of the Enlarged Group will be enhanced by its
share buy-back policy under which Chrysalis intends to buy back shares at a 10
per cent. discount to NAV (it will reserve up to #1.0 million (or 5 per cent. of
NAV, if lower) for this purpose in the six months following the closing of the
Offers).
* The recent change to managing Chrysalis and the Chrysalis Companies has seen a
measurable improvement in performance. This management team will continue in
place following the Merger.
* The valuation of each of the four companies for the purposes of the Merger has
been calculated by reference to net assets adjusted on a consistent basis across
the four companies.
* Chrysalis Companies Shareholders who receive new Chrysalis Shares under the
Offers will not lose any entitlements to VCT tax relief as a result of the
Merger.
* If the Merger does not proceed, shareholders in the Chrysalis Companies could
potentially remain invested in small VCTs with higher overheads and limited
prospects for growth.
* If the Chrysalis Companies become subsidiaries of Chrysalis and their stock
exchange listings are cancelled, they will lose their VCT status and certain
shareholders who do not accept the Offers may thereby incur substantial tax
liabilities.
* The Independent Financial Advisers of the Chrysalis Companies consider the
terms of the Offers, when combined with the Special Dividends, to be fair and
reasonable and intend to recommend that Chrysalis Companies Shareholders accept
the Offers.
* The Offers will not be inter-conditional and all or any of them may become or
be declared wholly unconditional.
Robert Drummond, Chairman of Chrysalis and the Chrysalis Companies, commented:
"We have carried out a number of major improvements to the Chrysalis VCTs over
the past year resulting in greater efficiency and the performance of all four
funds has already started to show considerable improvement.
The proposed merger will enable the new larger VCT to improve its deal flow,
better manage its portfolio, operate an effective buy back policy and distribute
profits without fear of shrinking to an uneconomic size.
Overall, for Chrysalis VCT the merger is good news, while for the other VCTs it
is an essential move as otherwise they will have little chance of managing their
affairs at a reasonable cost and liquidation would have adverse tax consequences
for many of their shareholders."
This summary should be read in conjunction with the full text of this
announcement.
Enquiries:
Chrysalis VCT plc, Chrysalis A VCT plc, Chrysalis B VCT plc and Chrysalis C VCT
plc
Tel: 07831 091545
Robert Drummond - Chairman
Smith & Williamson (financial adviser to Chrysalis)
Tel: 020 7637 5377
Dr A Basirov
MJ2 (financial PR adviser to Chrysalis)
Tel: 020 7491 7783
Simon Astley
Kingston Smith (financial adviser to Chrysalis A)
Tel: 020 7566 4000
Marc Fecher
St Helen's Capital (financial adviser to Chrysalis B)
Tel: 020 7628 5582
Mark Warde-Norbury
Kerburn Rose (financial adviser to Chrysalis C)
Tel: 020 7224 4320
Charles Bunker
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offers will be made solely by the Offer
Document and the Forms of Acceptance, which will contain the full terms and
conditions of the Offers, including details of how the Offers may be accepted.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for Chrysalis VCT plc and no one else in connection with the Offers and will not
be responsible to anyone other than Chrysalis VCT plc for providing the
protections afforded to customers of Smith & Williamson Corporate Finance
Limited nor for providing advice in relation to the Offers or any other matter
referred to herein.
Kingston Smith, which is regulated by the Institute of Chartered Accountants in
England and Wales, and St Helen's Capital Plc and Kerburn Rose Limited, each of
which is regulated in the United Kingdom by the Financial Services Authority,
are acting exclusively for Chrysalis A, Chrysalis B and Chrysalis C respectively
and no one else in connection with the Offers and will not be responsible to
anyone other than the relevant Chrysalis Company for providing the protections
afforded to customers of Kingston Smith, St Helen's Capital Plc and Kerburn Rose
Limited (as applicable) nor for providing advice in relation to the Offers or
any other matter referred to herein.
The Offers will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and the Offer Document and the Forms of
Acceptance will not be, and should not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan or any other
jurisdiction if, in the latter case, to do so would constitute a violation of
the relevant laws in such jurisdiction.
The New Chrysalis Shares have not been, and will not be, registered under the
United States Securities Act of 1933 (as amended) or under any relevant
securities laws of any state or jurisdiction of the United States, Canada,
Australia or Japan and no regulatory clearances in respect of the New Chrysalis
Shares have been, or will be, applied for in any jurisdiction. Accordingly,
unless an exemption under the United States Securities Act of 1933 (as amended)
or other relevant securities laws is applicable, the New Chrysalis Shares will
not be, and may not be, offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or to, or for the account or benefit of, any United States person or person
resident in Canada, Australia or Japan.
Certain terms used in this summary are defined in Appendix III to this
announcement.
Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia or Japan
28 January 2005
Merger
by way of recommended offers by
Smith & Williamson Corporate Finance Limited
on behalf of
Chrysalis VCT plc ("Chrysalis")
for each of
Chrysalis A VCT plc ("Chrysalis A"),
Chrysalis B VCT plc ("Chrysalis B") and
Chrysalis C VCT plc ("Chrysalis C")
(together the "Chrysalis Companies")
1. Introduction
Further to the announcement of a possible merger on 22 December 2004, the boards
of the Chrysalis Companies and the board of Chrysalis announce that they have
reached agreement on the terms of a merger by way of recommended offers to be
made by Smith & Williamson on behalf of Chrysalis for the entire issued ordinary
share capital of each of the Chrysalis Companies.
In view of the involvement of Robert Drummond and Julie Baddeley with Chrysalis
and the Chrysalis Companies (both are the only directors of Chrysalis and of
each of the Chrysalis Companies), the Chrysalis Companies have each retained an
independent financial adviser to consider and to provide Chrysalis Companies
Shareholders with a recommendation in relation to the relevant Offer.
The Offers will not be inter-conditional and all or any of them may become or be
declared wholly unconditional.
2. The Offers and the Special Dividends
The Offers, which will be made on the terms and subject to the conditions set
out below and in Appendix I to this announcement, and to be set out in the Offer
Document and in the relevant Form of Acceptance, will be made on the following
basis:
for every 1,000 Chrysalis A Shares 607 New Chrysalis Shares
for every 1,000 Chrysalis B Shares 482 New Chrysalis Shares
for every 1,000 Chrysalis C Shares 614 New Chrysalis Shares
In addition, special dividends will be paid, subject to the relevant Offer
becoming or being declared wholly unconditional, on the following basis:
per each Chrysalis A Share 10p in cash
per each Chrysalis B Share 1.75p in cash
per each Chrysalis C Share 1p in cash
The Special Dividends will be paid by the Chrysalis Companies to all Chrysalis
Companies Shareholders on the register of members at the close of business on
the day immediately preceding the date on which the relevant Offer becomes or is
declared wholly unconditional. In the absence of the Offers being made and
becoming unconditional in all respects, the Chrysalis Companies Directors would
not have felt able to recommend or pay the Special Dividends due to the adverse
impact on the cash resources of the individual Chrysalis Companies.
The table below sets out the approximate value of the Offers (per share and for
the whole of the current issued ordinary share capital of the Chrysalis
Companies), when combined with the Special Dividends and based on the closing
price of 52.5p per Chrysalis Share on 27 January 2005, and the premia
represented by the Offers over the closing Chrysalis Companies Share prices on
21 December 2004 (Chrysalis A - 37.5p, Chrysalis B - 25.0p, Chrysalis C -
30.0p), the last business day prior to the announcement of a possible merger:
Offer Special Offer value Premium to Total offer
price Dividend per share market price value (incl.
per share per share (incl. Special
Special Dividends)
Dividends)
Chrysalis A 31.9p 10p 41.9p 11.6% #2.7m
Chrysalis B 25.3p 1.75p 27.1p 8.2% #2.9m
Chrysalis C 32.2p 1p 33.2p 10.8% #3.5m
The Offers will extend to all Chrysalis Companies Shares unconditionally
allotted or issued on the date the Offers are made and any further Chrysalis
Companies Shares unconditionally allotted or issued while the relevant Offer
remains open for acceptance.
The Chrysalis Companies Shares to be acquired by Chrysalis pursuant to the
Offers will be acquired fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain all dividends and other
distributions (if any) declared, paid or made on or after the date of this
announcement other than the Final Dividends and the Special Dividends.
3. Irrevocable undertakings to accept the Offers and interests in Chrysalis
Companies Shares
Chrysalis has received irrevocable undertakings from certain Chrysalis Companies
Shareholders (including the Chrysalis Companies Directors) to accept the Offers
in respect of their beneficial holdings of Chrysalis Companies Shares, amounting
in total to 200,000 Chrysalis A Shares (representing approximately 3.1 per cent.
of the currently issued share capital of Chrysalis A), 70,000 Chrysalis B Shares
(representing approximately 0.6 per cent. of the currently issued share capital
of Chrysalis B) and 71,750 Chrysalis C Shares (representing approximately 0.7
per cent. of the currently issued share capital of Chrysalis C). The
undertakings remain binding even in the event that a higher offer for any of the
Chrysalis Companies is announced and will cease to be binding only if the
relevant Offer lapses or is withdrawn.
The Chrysalis Company Shareholders who have given irrevocable undertakings to
accept the Offers in respect of their holdings in the Chrysalis Companies are:
Robert Drummond (in respect of 100,000 Chrysalis A Shares); Susan Drummond (in
respect of 15,000 Chrysalis B Shares); Julie Baddeley (in respect of 10,250
Chrysalis C Shares); Christopher Kay (in respect of 5,000 Chrysalis B Shares and
10,250 Chrysalis C Shares); Nicholas Lewis (in respect of 50,000 Chrysalis A
Shares, 25,000 Chrysalis B Shares and 25,625 Chrysalis C Shares); and Rowan
Lewis (in respect of 50,000 Chrysalis A Shares, 25,000 Chrysalis B Shares and
25,625 Chrysalis C Shares). Nominee companies owned by Smith & Williamson
Holdings Limited hold 12,000 ordinary 1p shares in Chrysalis C on behalf of
discretionary fund management clients.
4. Background to and reasons for the Merger
Since the time of their initial offers for subscription (1998 for Chrysalis A
and 2000 for Chrysalis, Chrysalis B and Chrysalis C), Chrysalis and the
Chrysalis Companies have operated as separate legal entities each with
obligations under the Listing Rules and the Act. These obligations entail, inter
alia, separate board and shareholder meetings, audits and regulatory reporting
requirements. The current combined market capitalisation of the four VCTs is
approximately #19.5 million and the cost and time involved in the administration
of the separately-listed entities is out of proportion to their size.
Until a recent change in UK tax legislation, the merger of Chrysalis with the
Chrysalis Companies would have resulted in the ending of their tax-advantaged
status for investors. This obstacle was removed with effect from September 2004
with a change in the VCT tax regulations and as a result the directors of
Chrysalis and the Chrysalis Companies are seeking to effect the Merger.
Currently, Chrysalis and each of the Chrysalis Companies have the same
directors, investment manager, administrator and auditors and similar investment
strategies. They also share a number of common private equity investments. Over
the last 12 months, Chrysalis and the Chrysalis Companies have achieved
substantial cost savings in terms of board, investment management and
administration costs: the merger of the four entities will enable further
significant cost savings and enhance administrative efficiency and, due to their
common features, is achievable without major costs in terms of re-arranging
board, investment and administrative arrangements. The total recurring
annualised savings in respect of corporate and administrative costs expected to
arise from the acquisition by Chrysalis of all the Chorus Companies are
estimated to be approximately #250,000. Moreover, the total annual running costs
are expected to be less than 3.0 per cent. of the Enlarged Group's NAV (assuming
all the Chrysalis Companies are acquired by Chrysalis); historically, such costs
have amounted to 3.5-3.6 per cent. of the NAVs of Chrysalis and the Chrysalis
Companies.
In addition to the cost savings and enhancement of operational efficiency that
are expected to arise from the Merger, there are a number of further anticipated
benefits including:
* the combined cash and liquid investments held within one fund will
result in an increase in flexibility of implementation both of investment
and share buy-back strategies;
* broadened range and diversity of the investment portfolio; and
* enhanced attraction of the enlarged and more liquid portfolio to
professional fund managers.
These benefits would be optimised if all three of the Chrysalis Companies were
acquired by Chrysalis pursuant to the Merger, however the Offers are not
inter-conditional and the same benefits, albeit on a reduced scale, would arise
if any one or two of the Chrysalis Companies merge with Chrysalis.
The level of the Offers has been determined by reference to an adjusted net
asset value of each of the four companies calculated by adjusting (on a
consistent basis across the four companies) the audited net asset value as at 31
October 2004.
5. Considerations for Chrysalis Companies Shareholders
In forming their views on the Offers, the Independent Financial Advisers have
considered, inter alia, the following factors:
* The Merger will create a viably sized VCT with greater prospects for
growth and achieve estimated cost savings of approximately #250,000 per
annum.
* Shareholders in the three Chrysalis Companies under offer will receive
the Special Dividends upon the Offers becoming or being declared wholly
unconditional (these dividends will be tax free to Qualifying Shareholders
and are available to be paid primarily due to the increased size and
liquidity of the Enlarged Group).
* The liquidity of the shares of the Enlarged Group will be enhanced by
its share buy-back policy under which Chrysalis intends to buy back shares
at a 10 per cent. discount to NAV (it will reserve up to #1.0 million (or 5
per cent. of NAV, if lower) for this purpose in the six months following the
closing of the Offers).
* The value of each Offer combined with the Special Dividend represents an
attractive premium to the current share price of each of the Chrysalis
Companies.
* The recent change to managing Chrysalis and the Chrysalis Companies has
seen a measurable improvement in performance. This management team will
continue in place following the Merger.
* The valuation of each of the four companies for the purposes of the
Merger has been calculated by reference to net assets adjusted on a
consistent basis across the four companies.
* Chrysalis Companies Shareholders who receive new Chrysalis Shares under
the Offers will not lose any entitlements to VCT tax relief as a result of
the Merger.
* If the Merger does not proceed, shareholders in the Chrysalis Companies
could potentially remain invested in small VCTs with higher overheads and
lower prospects for growth.
* If the Chrysalis Companies become subsidiaries of Chrysalis and their
stock exchange listings are cancelled, they will lose their VCT status and
certain shareholders who do not accept the Offers may thereby incur
substantial tax liabilities.
6. Recommendations
The independent financial advisers of Chrysalis A, Kingston Smith, of Chrysalis
B, St Helen's Capital Plc, and of Chrysalis C, Kerburn Rose Limited, each
consider the terms of the relevant Offer, when combined with the relevant
Special Dividend, to be fair and reasonable.
Accordingly Kingston Smith intends to recommend the shareholders of Chrysalis A,
St Helen's Capital Plc intends to recommend the shareholders of Chrysalis B and
Kerburn Rose Limited intends to recommend the shareholders of Chrysalis C, to
accept the Offers.
7. Information on Chrysalis
Shares in Chrysalis, previously named Downing Classic VCT 3 plc, were initially
offered to the public in November 2000. Chrysalis raised #20.8 million (after
expenses) and its shares were admitted to the Official List in April 2001. Since
then Chrysalis has carried on the business of an investment company in
accordance with VCT legislation.
As at 31 October 2004, Chrysalis held investments in 20 companies with a total
value of #9.3 million and #5.0 million in fixed interest securities, cash and
bank deposits. Chrysalis' audited net asset value as at 31 October 2004 was
#14.2 million (66.5p per share).
Further information on Chrysalis will be set out in the Offer Document and
Listing Particulars.
8. Information on the Chrysalis Companies
Chrysalis A
Shares in Chrysalis A, previously named Downing Classic VCT plc, were initially
offered to the public in November 1998. Chrysalis A raised #6.4 million (after
expenses) and its shares were admitted to the Official List in April 1999. Since
then Chrysalis A has carried on the business of an investment company in
accordance with VCT legislation.
As at 31 October 2004, Chrysalis A held investments in 6 companies with a total
value of #3.0 million and #0.5 million in fixed interest securities, cash and
bank deposits. Chrysalis A's audited net asset value as at 31 October 2004 was
#3.5 million (53.3p per share).
Chrysalis B
Shares in Chrysalis B, previously named Downing Classic VCT 2 plc, were
initially offered to the public in January 2000. Chrysalis B raised #10.4
million (after expenses) and its shares were admitted to the Official List in
April 2000. Since then Chrysalis B has carried on the business of an investment
company in accordance with VCT legislation.
As at 31 October 2004, Chrysalis B held investments in 11 companies with a total
value of #3.7 million and #0.1 million in fixed interest securities, cash and
bank deposits. Chrysalis B's audited net asset value as at 31 October 2004 was
#3.8 million (35.3p per share).
Chrysalis C
Shares in Chrysalis C, previously named i-NET VCT plc, were initially offered to
the public in June 2000. Chrysalis C raised #10.3 million (after expenses) and
its shares were admitted to the Official List in September 2000. Since then
Chrysalis C has carried on the business of an investment company in accordance
with VCT legislation.
As at 31 October 2004, Chrysalis C held investments in 9 companies with a total
value of #3.6 million and #1.0 million in fixed interest securities, cash and
bank deposits. Chrysalis C's audited net asset value as at 31 October 2004 was
#4.6 million (43.3p per share).
Further information on the Chrysalis Companies will set out in the Offer
Document and Listing Particulars.
9. Extraordinary general meeting
In view of the size of the Chrysalis Companies in relation to Chrysalis and the
number of new Chrysalis Shares to be issued in connection with the Merger, the
Offers will be subject to the approval of Chrysalis Shareholders at an
extraordinary general meeting to be convened to consider the appropriate
resolutions further details of which will be set out in the Listing Particulars
to be sent to Chrysalis Shareholders.
10. Management and employees
The board of Chrysalis has given assurances to the boards of the Chrysalis
Companies that, following the Offers becoming or being declared unconditional in
all respects, the existing employment rights, including pension rights, of all
employees of the Chrysalis Companies Group will be fully safeguarded.
11. Inducement fees
Each of the Chrysalis Companies has agreed to pay a fee to Chrysalis of the
lesser of #20,800 in respect of Chrysalis A, #27,300 in respect of Chrysalis B
and #34,000 in respect of Chrysalis C, and an amount representing 1 per cent. of
the value of the relevant Offer in the event that:
(a) a competing offer for the relevant Chrysalis Company is announced before the
relevant Offer lapses or is withdrawn and such competing offer subsequently
becomes or is declared unconditional in all respects or is otherwise
completed or implemented; and
(b) the Independent Financial Adviser of the relevant Chrysalis Company
withdraws or adversely modifies its recommendation of the relevant Offer.
12. De-listing and compulsory acquisition
If any or all of the Offers are declared wholly unconditional, Chrysalis intends
to procure the making of applications by the relevant Chrysalis Companies to the
UKLA for the cancellation of the listing of the relevant Chrysalis Companies
Shares on the Official List of the UKLA and to the London Stock Exchange for the
cancellation of trading in the relevant Chrysalis Companies Shares on its market
for listed securities. It is anticipated that such cancellations will take
effect no earlier than 20 business days after the date on which the relevant
Offer is declared wholly unconditional. The cancellation of listing and trading
would significantly reduce the liquidity and marketability of any Chrysalis
Companies Shares in respect of which valid acceptances of the Offers are not
received. In addition, the cancellation of listing would lead to the loss of the
relevant Chrysalis Company's tax status as a VCT.
If sufficient acceptances under the Offers are received, and assuming all the
other conditions of the Offers have been satisfied or waived, Chrysalis intends
to exercise its rights pursuant to the provisions of Sections 428 to 430F of the
Act to acquire compulsorily the remaining Chrysalis Companies Shares on the same
terms as the Offers.
It is further intended that, following the Offers becoming or being declared
wholly unconditional and following the cancellation of listing and trading
referred to above, the Chrysalis Companies will be re-registered as private
companies under the relevant provisions of the Act.
13. General
The conditions of the Offers are set out in Appendix I to this announcement.
Sources of information and bases of calculation used in the announcement are
given in Appendix II to this announcement. The definitions of certain terms used
in this announcement are contained in Appendix III to this announcement.
Smith & Williamson, on behalf of Chrysalis, will despatch the Offer Document,
setting out full details of the Offers as soon as practicable and in any event
within 28 days of the date of this announcement.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
The Offers will be made solely by the Offer Document and the Forms of
Acceptance, which will contain the full terms and conditions of the Offers,
including details of how the Offers may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offers
to persons not resident in the UK. Persons who are not resident in the UK, or
who are subject to the laws of any jurisdiction other than the UK, should inform
themselves about, and observe, any applicable requirements. Further details in
relation to overseas shareholders will be contained in the Offer Document.
The Offers will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and the Offer Document and the Form of
Acceptance will not be, and should not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan or any other
jurisdiction if, in the latter case, to do so would constitute a violation of
the relevant laws in such jurisdiction.
The New Chrysalis Shares have not been, and will not be, registered under the
United States Securities Act of 1933 (as amended) or under any relevant
securities laws of any state or jurisdiction of the United States, Canada,
Australia or Japan and no regulatory clearances in respect of the New Chrysalis
Shares have been, or will be, applied for in any jurisdiction. Accordingly,
unless an exemption under the United States Securities Act of 1933 (as amended)
or other relevant securities laws is applicable, the New Chrysalis Shares will
not be, and may not be, offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or to, or for the account or benefit of, any United States person or person
resident in Canada, Australia or Japan.
The Chrysalis Directors accept responsibility for the information contained in
this announcement other than that relating to the Chrysalis Companies Group and
the Chrysalis Companies Directors and their connected persons and persons acting
in concert with, and associates of, the Chrysalis Companies. To the best of the
knowledge and belief of the Chrysalis Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The Chrysalis Companies Directors accept responsibility for the information
contained in this announcement relating to the Chrysalis Companies Group and the
Chrysalis Companies Directors and their connected persons and persons acting in
concert with, and associates of, the Chrysalis Companies except for the
expressions of opinion and recommendation in relation to the Offers. To the best
of the knowledge and belief of the Chrysalis Companies Directors (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which they are responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Independent Financial Advisers accept responsibility for the expressions of
opinion and recommendation in relation to the Offers contained in this
announcement. To the best of the knowledge and belief of the Independent
Financial Advisers (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Chrysalis VCT plc, Chrysalis A VCT plc, Chrysalis B VCT plc and Chrysalis C VCT
plc
Tel: 07831 091545
Robert Drummond - Chairman
Smith & Williamson (financial adviser to Chrysalis)
Tel: 020 7637 5377
Dr A Basirov
MJ2 (PR adviser to Chrysalis)
Tel: 020 7491 7783
Simon Astley
Kingston Smith (financial adviser to Chrysalis A)
Tel: 020 7566 4000
Marc Fecher
St Helen's Capital (financial adviser to Chrysalis B)
Tel: 020 7628 5582
Mark Warde-Norbury
Kerburn Rose (financial adviser to Chrysalis C)
Tel: 020 7224 4320
Charles Bunker
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offers will be made solely by the Offer
Document and the Forms of Acceptance, which will contain the full terms and
conditions of the Offers, including details of how the Offers may be accepted.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for Chrysalis VCT plc and no one else in connection with the Offers and will not
be responsible to anyone other than Chrysalis VCT plc for providing the
protections afforded to customers of Smith & Williamson Corporate Finance
Limited nor for providing advice in relation to the Offers or any other matter
referred to herein.
Kingston Smith, which is regulated by the Institute of Chartered Accountants in
England and Wales, and St Helen's Capital Plc and Kerburn Rose Limited, each of
which is regulated in the United Kingdom by the Financial Services Authority,
are acting exclusively for Chrysalis A, Chrysalis B and Chrysalis C respectively
and no one else in connection with the Offers and will not be responsible to
anyone other than the relevant Chrysalis Company for providing the protections
afforded to customers of Kingston Smith, St Helen's Capital Plc and Kerburn Rose
Limited (as applicable) nor for providing advice in relation to the Offers or
any other matter referred to herein.
APPENDIX I
CONDITIONS OF THE OFFERS
Each of the Offers will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 pm (London time) on the first closing date of the Offer
(or such later time(s) and/or date(s) as Chrysalis may, subject to the rules
of the Code, decide) in respect of not less than 90 per cent (or such lower
percentage as Chrysalis may decide) in nominal value of the Chrysalis
Company Shares to which the Offer relates, provided that this condition will
not be satisfied unless Chrysalis and/or its wholly owned subsidiaries shall
have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) Chrysalis Company Shares carrying in aggregate more than 50 per
cent of the voting rights then normally exercisable at a general meeting of
the relevant Chrysalis Company, including for this purpose (except to the
extent otherwise agreed by the Panel) any such voting rights attaching to
the Chrysalis Company Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, and for this purpose:
(i) the expression "Chrysalis Company Shares to which the Offer
relates" shall be construed in accordance with sections 428 to 430F of
the Companies Act 1985;
(ii)Chrysalis Company Shares which have been unconditionally allotted shall
be deemed to carry the voting rights which they will carry upon issue;
and
(iii)valid acceptances shall be deemed to have been received in respect of
Chrysalis Company Shares which are treated for the purposes of
section 429(8) of the Companies Act 1985 as having been acquired or
contracted to be acquired by Chrysalis by virtue of acceptances of
the Offer;
(b) any resolution or resolutions of Chrysalis Shareholders required to approve
and implement the Offer and the acquisition of Chrysalis Company Shares by
Chrysalis pursuant to the Offer being duly passed at an extraordinary
general meeting of Chrysalis (or at any adjournment of that meeting);
(c) the UKLA having agreed to admit the New Chrysalis Shares to be issued as
consideration for the acquisition of Chrysalis Company Shares pursuant to
the Offer relates to the Official List and the London Stock Exchange
having agreed to admit the New Chrysalis Shares to trading;
(d) no Third Party having intervened and there not continuing to be outstanding
any statute, regulation or order of any Third Party in each case which
would or might reasonably be expected (in any case to an extent which is
material in the context of the Wider Chrysalis Group or the relevant Wider
Chrysalis Company Group, as the case may be, taken as a whole) to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Chrysalis or any member of the Wider Chrysalis Group of
any shares or other securities in, or control or management of, the relevant
Chrysalis Company or any member of the relevant Wider Chrysalis Company
Group void, illegal or unenforceable in any jurisdiction, or otherwise
directly or indirectly restrain, prevent, prohibit, restrict or materially
delay, to an extent which is material in the context of the Wider Chrysalis
Group taken as a whole, the same or impose additional material conditions
or obligations with respect to the Offer or such acquisition, or otherwise
materially impede, challenge or interfere with the Offer or such
acquisition, or require amendment to the terms of the Offer or the
acquisition or proposed acquisition of any Chrysalis Company Shares or the
acquisition of control of the relevant Chrysalis Company or the relevant
Wider Chrysalis Company Group by Chrysalis;
(ii)materially limit or delay the ability of any member of the Wider Chrysalis
Group or any member of the relevant Wider Chrysalis Company Group to
acquire or to hold or to exercise effectively, directly or indirectly, all
or any rights of ownership in respect of shares or other securities in, or
to exercise voting or management control over, any member of the relevant
Wider Chrysalis Company Group or any member of the Wider Chrysalis Group;
(iii)require, prevent or delay, in any case to an extent which is material in
the context of the Wider Chrysalis Group taken as a whole, the divestiture
or alter the terms envisaged for any proposed divestiture by any member of
the Wider Chrysalis Group of any shares or other securities in the
relevant Chrysalis Company;
(iv) require, prevent or materially delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider
Chrysalis Group or by any member of the relevant Wider Chrysalis Company
Group of all or any portion of their respective businesses, assets or
properties or (except in relation to limitations which apply generally to
entities conducting similar businesses) limit the ability of any of them
to conduct any of their respective businesses or to own or control any of
their respective assets or properties or any part thereof;
(v) (except pursuant to Part XIIIA of the Companies Act 1985) require any
member of the Wider Chrysalis Group or of the relevant Wider Chrysalis
Company Group to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of either group owned by
any third party;
(vi) materially limit the ability of any member of the Wider Chrysalis Group or
of the relevant Wider Chrysalis Company Group to conduct or integrate or
co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the Wider Chrysalis
Group or of the relevant Wider Chrysalis Company Group;
(vii)result in any member of the relevant Wider Chrysalis CompanyGroup or the
Wider Chrysalis Group ceasing to be able to carry on business under
any name under which it presently does so; or
(viii)(except in relation to matters which generally affect entities conducting
similar businesses) otherwise materially and adversely affect the business,
assets, profits, financial or trading position or prospects of any member of
the relevant Wider Chrysalis Company Group or of the Wider Chrysalis
Group,
and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;
(e) all notifications and filings which are necessary or are reasonably
considered appropriate by Chrysalis having been made, all appropriate
waiting and other time periods (including any extensions of such waiting
and other time periods) under any applicable legislation or regulation of
any relevant jurisdiction having expired, lapsed or been terminated
(as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection
with the Offer or the acquisition or proposed acquisition of any shares or
other securities in, or control of, the relevant Chrysalis Company or any
other member of the relevant Wider Chrysalis Company Group by any member
of the Wider Chrysalis Group or the carrying on by any member of the
relevant Wider Chrysalis Company Group of its business;
(f) all Authorisations which are necessary or are reasonably considered
necessary or appropriate by Chrysalis in any relevant jurisdiction
for or in respect of the Offer or the acquisition or proposed acquisition
of any shares or other securities in, or control of, the relevant Chrysalis
Company or any other member of the relevant Wider Chrysalis Company Group
by any member of the Wider Chrysalis Group or the carrying on by any member
of the relevant Wider Chrysalis Company Group of its business having been
obtained, in terms and in a form reasonably satisfactory to Chrysalis,
from all appropriate Third Parties in each case where the absence of such
Authorisation would have a material adverse effect on the relevant Wider
Chrysalis Company Group taken as a whole and all such Authorisations
remaining in full force and effect and there being no notice or intimation
of any intention to revoke, suspend, restrict, modify or not to renew any
of the same;
(g) except as publicly announced by the Chrysalis Company that is the subject
of the Offer (by the delivery of an announcement to a Regulatory
Information Service) prior to 28 January 2005 or as fairly disclosed in
writing to Chrysalis by or on behalf of the relevant Chrysalis Company
prior to 28 January 2005, there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument to which any
member of the relevant Wider Chrysalis Company Group is a party, or by or
to which any such member or any of its assets is or are or may be bound,
entitled or subject or any circumstance, which, in each case as a
consequence of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, the Chrysalis Company or any
other member of the relevant Wider Chrysalis Company Group by any member
of the Wider Chrysalis Group or otherwise, could or might reasonably by
expected to result in, (in any case to an extent which is or would be
material in the context of the relevant Wider Chrysalis Company Group taken
as a whole):
(i) any material amount of monies borrowed by or any other material
indebtedness or liabilities (actual or contingent) of, or any grant
available to, any member of the relevant Wider Chrysalis Company Group
being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of
any member of the relevant Wider Chrysalis Company Group to borrow
monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any substantial part of the business, property,
assets or interests of any member of the relevant Wider Chrysalis
Company Group or any such mortgage, charge or other security interest
(wherever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or instrument,
or the rights, liabilities, obligations or interests of any member of the
relevant Wider Chrysalis Company Group thereunder, being, or becoming
capable of being terminated or materially and adversely modified or
affected or any material adverse action being taken or any obligation or
liability arising thereunder;
(iv) any asset or interest of any member of the relevant Wider Chrysalis
Company Group being or falling to be disposed of or ceasing to be
available to any member of the relevant Wider Chrysalis Company Group
or any right arising under which any such asset or interest could be
required to be disposed of or could cease to be available to any member
of the relevant Wider Chrysalis Company Group otherwise than in the
ordinary course of business;
(v) any member of the relevant Wider Chrysalis Company Group ceasing to be
able to carry on business under any name under which it presently
does so;
(vi) the creation of liabilities (actual or contingent) by any member of the
relevant Wider Chrysalis Company Group otherwise than in the
normal course of business;
(vii) the rights, liabilities, obligations or interests of any member of the
relevant Wider Chrysalis Company Group under any such arrangement,
agreement, licence, permit, franchise or other instrument or the
interests or business of any such member in or with any other person,
firm, company or body (or any arrangement or arrangements relating to
any such interests or business) being terminated, materially and adversely
modified or affected; or
(viii)the financial or trading position or the prospects or the value of any
member of the relevant Wider Chrysalis Company Group being prejudiced or
materially and adversely affected,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this condition (g) in any case to an extent which is or would be material in the
context of the relevant Wider Chrysalis Company Group taken as a whole;
(h) since 31 October 2004 and except as disclosed in the relevant Chrysalis
Company's annual report and accounts for the year then ended or as otherwise
publicly announced by the relevant Chrysalis Company (by the delivery of an
announcement to a Regulatory Information Service) prior to 28 January 2005
or as otherwise fairly disclosed in writing to Chrysalis by or on behalf of
the relevant Chrysalis Company prior to 28 January 2005 no member of the
relevant Wider Chrysalis Company Group having in a manner which is material
in the context of the relevant Wider Chrysalis Company Group taken
as a whole:
(i) issued or agreed to issue, or authorised the issue of, additional shares of
any class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities other than as between the relevant Chrysalis Company
and wholly-owned subsidiaries of that Chrysalis Company;
(ii)purchased or redeemed or repaid any of its own shares or other securities
or reduced or made any other change to any part of its share capital;
(iii)recommended, declared, paid or made any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to the
relevant Chrysalis Company or a wholly-owned subsidiary of that Chrysalis
Company and excluding the Special Dividends);
(iv) made or authorised any change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of
business or a transaction between the relevant Chrysalis Company and a
wholly-owned subsidiary of that Chrysalis Company) merged or demerged with
any body corporate, 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 assets (including shares in any undertaking and
trade investments) or authorised the same (which in any case is material
in the context of the relevant Wider Chrysalis Company Group taken as
a whole);
(vi) issued or authorised the issue of, or made any change in or to, any
debentures or (except in the ordinary course of business) incurred or
increased any indebtedness or liability (actual or contingent) which in
any case is material in the context of the relevant Wider Chrysalis
Company Group taken as a whole;
(vii)entered into, varied or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise)
which:
(A) is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or
(B) could restrict the business of any member of the relevant Wider Chrysalis
Company Group; or
(C) is other than in the ordinary course of business,
and which in any case is material in the context of the relevant Wider Chrysalis
Company Group taken as a whole;
(viii)entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction
or arrangement in respect of itself or another member of the relevant
Wider Chrysalis Company Group otherwise than in the ordinary course of
business which in any case is material in the context of the relevant
Wider Chrysalis Company Group taken as a whole;
(ix) entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member
of the relevant Wider Chrysalis Company Group;
(x) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or
for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of all or any material part of its assets and
revenues or any analogous proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction which in any case is material
in the context of the relevant Wider Chrysalis Company Group taken as
a whole;
(xi) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business in any case with a material adverse
effect on the relevant Wider Chrysalis Company Group taken as a whole;
(xii) waived or compromised any claim which is material in the context of the
relevant Wider Chrysalis Company Group taken as a whole;
(xiii)made any alteration to its memorandum or articles of association which is
material in the context of the Offer;
(xiv) entered into any agreement, commitment or arrangement or passed any
resolution in general meeting or made any offer (which remains open for
acceptance) or proposed or announced any intention with respect to any
of the transactions, matters or events referred to in this condition (h)
which in any case is material in the context of the relevant Wider
Chrysalis Company Group taken as a whole;
(i) since 31 October 2004 and except as disclosed in the relevant Chrysalis
Company's annual report and accounts for the year then ended or as
otherwise publicly announced by the relevant Chrysalis Company (by the
delivery of an announcement to a Regulatory Information Service) prior
to 28 January 2005 or as otherwise fairly disclosed in writing to
Chrysalis by or on behalf of the relevant Chrysalis Company prior to
28 January 2005:
(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any
member of the relevant Wider Chrysalis Company Group which in any case
is material in the context of the relevant Wider Chrysalis Company
Group taken as a whole;
(ii)no contingent or other liability of any member of the relevant Wider
Chrysalis Company Group having arisen or become apparent or increased
which in any case is material in the context of the relevant Wider
Chrysalis Company Group taken as a whole;
(iii)no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the relevant Wider Chrysalis Company
Group is or may become a party (whether as plaintiff, defendant or
otherwise) having been threatened, announced, implemented or instituted
by or against or remaining outstanding against or in respect of any
member of the relevant Wider Chrysalis Company Group which in any
case is material in the context of the relevant Wider Chrysalis
Company Group taken as a whole; and
(iv)(other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened,
announced, implemented, instituted by or against or remaining outstanding
against or in respect of any member of the relevant Wider Chrysalis
Company Group which in any case is material in the context of the relevant
Wider Chrysalis Company Group taken as a whole; and
(j) Chrysalis not having discovered:
(i) that any financial or business or other information concerning the
relevant Wider Chrysalis Company Group disclosed at any time by or on
behalf of any member of the relevant Wider Chrysalis Company Group,
whether publicly, to any member of the Wider Chrysalis Group or
otherwise, is misleading or contains any misrepresentation of fact or
omits to state a fact necessary to make any information contained
therein not misleading and which was not subsequently corrected before
28 January 2005 by disclosure either publicly or otherwise to Chrysalis
to an extent which in any case is material in the context of the
relevant Wider Chrysalis Company Group as a whole;
(ii) that any member of the relevant Wider Chrysalis Company Group is subject
to any liability (actual or contingent) which is not disclosed in that
Chrysalis Company's annual report and accounts for the financial year
ended 31 October 2004 and which in any case is material in the context
of the relevant Wider Chrysalis Company Group taken as a whole; or
(iii) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the relevant Wider
Chrysalis Company Group to an extent which is material in the context
of the relevant Wider Chrysalis Company Group taken as a whole.
For the purpose of these conditions:
(a) "Third Party" means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative
body, authority (including any national anti-trust or merger control
authority), court, trade agency, association, institution or professional
or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it has decided
to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps
or required any action to be taken or information to be provided or
otherwise having done anything and "intervene" shall be construed
accordingly;
(c) "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
permissions and approvals;
(d) "Wider Chrysalis Group" means Chrysalis and its subsidiaries and subsidiary
undertakings and associated undertakings (including any company in which any
member of the Chrysalis Group is interested or any undertaking in which
Chrysalis and such undertakings (aggregating their interests) have a direct
or indirect interest in 20 per cent or more of the voting equity capital of
an undertaking); and
(e) "Wider Chrysalis Company Group" means (in relation to any Offer) a Chrysalis
Company and its subsidiaries and subsidiary undertakings and associated
undertakings (including any company in which any member of the Chrysalis
Company Group is interested or any undertaking in which the Chrysalis
Company and such undertakings (aggregating their interests) have a direct
or indirect interest in 20 per cent or more of the voting equity capital
of an undertaking).
Subject to the requirements of the Panel, Chrysalis reserves the right to waive
all or any of the above conditions, in whole or in part, except conditions (a)
to (c) in relation to each of the Offers.
Conditions (b) to (j) (inclusive) must be fulfilled, be determined by Chrysalis
to be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of the first closing date of the relevant Offer and the
date on which condition (a) is fulfilled (or in each case such later date as
Chrysalis may, with the consent of the Panel, decide), failing which that Offer
will lapse. Chrysalis shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any of
conditions (b) to (j) (inclusive) by a date earlier than the latest date
specified above for the fulfilment of that condition.
If the Panel requires Chrysalis to make an offer for any Chrysalis Company
Shares under the provisions of Rule 9 of the Code, Chrysalis may make such
alterations to the conditions of the relevant Offer, including to condition (a),
as are necessary to comply with the provisions of that Rule.
If any Offer lapses it will cease to be capable of further acceptance. The
relevant Chrysalis Company Shareholders who have accepted that Offer and
Chrysalis shall then cease to be bound by acceptances delivered on or before the
date on which that Offer lapses.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated, or the context otherwise
requires, the following bases of calculation and sources of information have
been used:
(a) The value placed by the Offers on the existing issued ordinary share capital
of the Chrysalis Companies is based on 6,526,041 Chrysalis A Shares,
10,826,378 Chrysalis B Shares and 10,562,427 Chrysalis C Shares in issue
on 27 January 2005.
(b) The share prices of Chrysalis and the Chrysalis Companies are the closing
middle market quotations of Chrysalis Shares and Chrysalis Companies Shares
and are derived from the London Stock Exchange Daily Official List on the
relevant dates.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" the Companies Act 1985 (as amended)
"Board" the board of directors of the Company
"Chrysalis" or Chrysalis VCT plc
"Company"
"Chrysalis A" Chrysalis A VCT plc
"Chrysalis B" Chrysalis B VCT plc
"Chrysalis C" Chrysalis C VCT plc
"Chrysalis Chrysalis A, Chrysalis B and Chrysalis C (and "Chrysalis Company"
Companies" shall be construed accordingly)
"Chrysalis the directors of the Chrysalis Companies
Companies
Directors"
"Chrysalis the Chrysalis Companies and their subsidiaries and subsidiary
Companies undertakings (and "Chrysalis Company Group" shall be construed
Group" accordingly)
"Chrysalis a holder of shares in any or all of Chrysalis A, Chrysalis B and
Companies Chrysalis C (and "Chrysalis Company Shareholder" shall be
Shareholder" construed accordingly)
"Chrysalis the existing unconditionally allotted or issued ordinary shares
Companies of 5p each in Chrysalis A and Chrysalis B and the existing
Shares" unconditionally allotted or issued ordinary shares of 1p each in
Chrysalis C and, in each case, any further such shares which are
unconditionally allotted or issued and fully paid before the date
on which the relevant Offer closes (or such earlier date, not
being earlier than the date on which the relevant Offer becomes
or is declared unconditional as to acceptances as Chrysalis may,
subject to the Code, decide) (and "Chrysalis Company Shares"
shall be construed accordingly)
"Chrysalis the directors of Chrysalis
Directors"
"Chrysalis Chrysalis and its subsidiaries and subsidiary undertakings
Group"
"Chrysalis a holder of Chrysalis Shares
Shareholder"
"Chrysalis the existing issued ordinary shares of 1p each in Chrysalis
Shares"
"Code" The City Code on Takeovers and Mergers
"Enlarged Chrysalis as enlarged by the Merger
Group"
"Final the proposed final dividends of 1.35 p per Chrysalis A share and
Dividends" 0.25 p per Chrysalis B Share in respect of the year ended 31
October 2004
"Form of the form of acceptance and authority relating to the Offers
Acceptance"
"Independent Kingston Smith (adviser to Chrysalis A), St Helen's Capital Plc
Financial (adviser to Chrysalis B) and Kerburn Rose Limited (adviser to
Advisers" Chrysalis C)
"Listing the listing particulars to be issued by Chrysalis in connection
Particulars" with the Merger
"Listing the Listing Rules of the UKLA
Rules"
"London Stock London Stock Exchange plc
Exchange"
"Merger" the acquisition by Chrysalis of any or all of the Chrysalis
Companies pursuant to the Offers
"NAV" the aggregate of the gross assets of a company less its gross
liabilities
"New Chrysalis the new Chrysalis Shares to be issued pursuant to the Merger
Shares"
"Offers" the offers to be made by Smith & Williamson on behalf of
Chrysalis to acquire the Chrysalis Companies Shares and, where
the context admits, any subsequent revision, variation, extension
or renewal thereof
"Offer the document to be issued to Chrysalis Companies Shareholders
Document" containing the Offers
"Official the official list of the UKLA
List"
"Panel" the Panel on Takeovers and Mergers
"Qualifying An individual who subscribes for or acquires shares in a VCT and
Shareholder" satisfies the conditions for eligibility for tax relief available
to investors in a VCT
"Regulatory any of the services set out in schedule 12 to the Listing Rules
Information
Service"
"Smith & Smith & Williamson Corporate Finance Limited
Williamson"
"Special the interim dividends of 10p per Chrysalis A Share, 1.75p per
Dividends" Chrysalis B Share and 1p per Chrysalis C Share each of which is
conditional on the relevant offer by Chrysalis becoming or being
declared unconditional in all respects
"UKLA" the Financial Services Authority in its capacity as the competent
authority for the purposes of Part VI of the Financial Services
and Markets Act 2000
"United the United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"
"United the United States of America (including any states of the United
States" States of America and the District of Columbia), its possessions
and territories, and all other areas subject to its
jurisdiction
"US Person" a US person as defined in Regulation S under the United States
Securities Act of 1933 (as amended)
"VCT" a company approved as a venture capital trust under Section 842
AA ICTA by the Board of the Inland Revenue
28 January 2005
This information is provided by RNS
The company news service from the London Stock Exchange
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