RNS Number:6585I
Merrydown PLC
16 February 2005
16th February 2005
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
Recommended Proposals
for the acquisition by
SHS Group Limited
of
Merrydown PLC
to be effected
by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985
Summary
On 10th November 2004, Merrydown announced that it was in discussions that may
or may not lead to an offer for the Company. The Board of SHS and the Board of
Merrydown now announce that they have reached agreement on the terms of
recommended proposals under which SHS will acquire the entire issued and to be
issued share capital of Merrydown by way of a Court sanctioned scheme of
arrangement in accordance with section 425 of the Act.
* The Offer is being made at 170 pence in cash for each Merrydown Share
and represents:
- a premium of 78.3 per cent over the average Closing Price per
Merrydown Share for the 6 months to 9th November 2004, the last business
day prior to the announcement by Merrydown that it was in discussions
with regard to a possible offer.
- a premium of 65.9 per cent over the Closing Price of 102.5 pence per
Merrydown Share on 9th November 2004, the last business day prior to
that announcement.
- a price earnings multiple of 30.9 times basic earnings per share before
exceptionals for the year ended 31st March 2004.
* The Offer values the existing issued share capital of Merrydown at
approximately #36.7 million.
* The Directors of Merrydown, who have been so advised by
PricewaterhouseCoopers LLP, consider the terms of the Offer to be fair and
reasonable. In providing its advice, PricewaterhouseCoopers LLP has taken
into account the commercial assessments of the Directors.
* The Directors unanimously intend to recommend to Merrydown Shareholders
to vote in favour of the Offer.
* SHS is the beneficial holder of 2,366,667 Merrydown Shares representing
approximately 11.0 per cent of the existing issued share capital of
Merrydown.
* The Directors have irrevocably undertaken to vote in favour of the Offer
in respect of their entire beneficial holdings totalling 1,899,110
Merrydown Shares, representing approximately 8.8 per cent of the existing
issued share capital of Merrydown.
* SHS has received other undertakings to vote, or procure votes, in favour
of the Scheme at the Court Meeting and the resolution to be proposed at the
Merrydown Extraordinary General Meeting from certain institutional
Merrydown Shareholders in respect of 5,155,000 Merrydown Shares
representing approximately 23.9 per cent of the existing issued share
capital of Merrydown.
* Accordingly SHS has received undertakings to accept, or procure the
acceptance of, the Offer in respect of 7,054,110 Merrydown Shares
(representing approximately 32.6 per cent of the existing issued share
capital of Merrydown).
* SHS is being advised by IBI Corporate Finance and Merrydown is being
advised by PricewaterhouseCoopers LLP.
Commenting on the Offer, Joe Sloan, Chairman of SHS said:
"We are pleased to be in a position to deliver this most attractive cash offer
to Merrydown's Shareholders. As a leading sales and marketing operation in the
fmcg sector in Great Britain and Ireland, we at SHS are in the business of
building quality brands. We are therefore delighted to be adding Shloer and
Merrydown Cider to our portfolio and look forward to continuing the growth that
has been achieved in recent years."
Commenting on the Offer, Andy Nash, Chairman of Merrydown, said:
"Whilst the Directors remain confident of Merrydown's future prospects they
recognise that a larger organisation such as SHS has the resources to grow the
brands faster than Merrydown can as an independent company. The Directors
believe that the Offer appropriately reflects the strategic value of the Group's
brands and recommend that Shareholders vote in favour of the transaction at the
forthcoming Extraordinary General Meeting."
This summary should be read in conjunction with the accompanying full text of
this announcement. Appendix I sets out the conditions and certain further terms
to implementation of the Offer and the Scheme. Appendix II sets out the sources
and bases of information from which the financial calculations used in this
announcement have been derived. Appendix III contains definitions of certain
expressions used in this summary and the following announcement.
SHS and Merrydown have agreed that, should SHS so decide and subject to the
consent of the Panel, the acquisition of Merrydown Shares may be implemented by
way of a takeover offer, within the meaning of Part XIII(A) of the Act, pursuant
to an Offer Document.
Enquiries:
SHS Group Limited +44 2890 868031
Michael Howard (Group Managing Director)
IBI Corporate Finance (financial adviser to SHS) +44 2890 433675
Robin Horner (Director)
Merrydown PLC +44 20 7067 0700
Andy Nash (Chairman)
Nigel Freer (Chief Executive Officer)
PricewaterhouseCoopers LLP (financial adviser to Merrydown) +44 20 7583 5000
Darren Bryant (Director)
Simon Boadle (Partner)
Citigate SMARTS (public relations adviser to SHS) +44 2890 395500
Alan Watson (Director)
Weber Shandwick Square Mile
(public relations adviser to Merrydown) +44 20 7067 0700
Chris Lynch/ Helen Thomas
IBI Corporate Finance which is the trading name of Bank of Ireland Corporate
Finance Limited in Northern Ireland is regulated by the Financial Services
Authority and is acting exclusively for SHS and no one else in connection with
the Offer and will not be responsible to anyone other than SHS for providing the
protections afforded to clients of IBI Corporate Finance or for providing advice
in relation to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Merrydown and for no one else in relation to the Offer
and will not be responsible to anyone other than Merrydown for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.
The full text of the conditions, reference to further terms and definitions of
certain expressions are set out below in this announcement.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or by any means or instrumentality (including, without limitation, by
means of telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a
national securities exchange of, the United States of America, Canada, Australia
or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within those jurisdictions. Accordingly,
copies of this announcement are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in, into or
from the United States of America, Canada, Australia or Japan. Any person
(including without limitation, custodians, nominees and trustees) who may have
contractual or legal obligations, or may otherwise intend, to forward this
announcement to any jurisdiction outside the United Kingdom should refrain from
doing so and should either seek appropriate professional advice or should read
the relevant provisions to be included in the Scheme Documents (or the Offer
Document as the case may be) before taking any action.
This announcement is not intended to and does not constitute or form part of an
offer or an invitation to purchase any securities.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Merrydown and SHS. Generally, the words "anticipate", "believe", "estimate",
"expect", "forecast", "intend", "may", "plan", "project", "should" and "will" or
similar expressions identify forward-looking statements. Such statements reflect
the relevant company's current views with respect to future events and are
subject to risks and uncertainties that could cause the actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as changes in general economic
and business conditions, changes in currency exchange rates and interest rates,
introduction of competing products, lack of acceptance of new products or
services, changes in business strategy and the behaviour of other market
participants and therefore undue reliance should not be placed on such
statements. Neither Merrydown nor SHS intends or assumes any obligations to
update these forward-looking statements.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
Recommended Proposals
for the acquisition by
SHS Group Limited
of
Merrydown plc
to be effected
by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985
1. Introduction
On 10th November 2004, Merrydown announced that it was in discussions that may
or may not lead to an offer for the Company. The Board of SHS and the Board of
Merrydown have reached agreement on the terms of recommended proposals under
which SHS will acquire the entire issued and to be issued share capital of
Merrydown.
2. The Offer
The Offer is to be effected by means of a Court sanctioned Scheme of Arrangement
between Merrydown and its shareholders in accordance with section 425 of the
Act. Under the terms of the Offer, Merrydown Shareholders will receive:
for each Merrydown share 170 pence in cash
The Offer values the existing issued share capital of Merrydown at approximately
#36.7 million.
The Offer represents:
* a premium of 78.3 per cent over the average Closing Price per Merrydown
share for the 6 months to 9th November 2004, the last business day prior to
the announcement by Merrydown that it was in discussions with regard to a
possible offer.
* a premium of 65.9 per cent over the Closing Price of 102.5 pence per
Merrydown share on 9th November 2004, the last business day prior to that
announcement.
* a price earnings multiple of 30.9 times basic earnings per share before
exceptionals for the year ended 31st March 2004.
Subject to the consent of the Panel, SHS reserves the right to acquire the
entire issued and to be issued share capital of Merrydown by way of a takeover
offer (as defined in section 428 of the Act), pursuant to an Offer Document.
Further details are set out in Part 4 of Appendix I.
The Merrydown Shares which are the subject of this Offer will be acquired fully
paid and free from all liens, equitable interests, charges, encumbrances, rights
of pre-emption and other interests and third party rights together with all
rights now or thereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid on
or after the date of this announcement.
3. Irrevocable undertakings
SHS has received irrevocable undertakings to accept the Offer and vote in favour
of the Scheme as follows:
(i) Directors of Merrydown
SHS has received irrevocable undertakings from those Directors who hold
Merrydown Shares to accept the Offer in respect of 1,899,110 Merrydown Shares,
representing approximately 8.8 per cent of the existing issued share capital of
Merrydown as follows:
Director Number of Merrydown Shares
Andy Nash 527,024
Nigel Freer 141,111
Mike Dinnis 200,000
Chris Carr 30,975
John Jackson 1,000,000
These undertakings are binding in all circumstances, subject only to the Offer
becoming effective or, if the Offer proceeds by way of an Offer Document, the
Offer becoming or being declared unconditional in all respects.
(ii) Other Shareholders
SHS has received an irrevocable undertaking from Chelverton Growth Trust plc to
accept the Offer in respect of 1,200,000 Merrydown Shares, representing
approximately 5.6 per cent of the existing issued share capital of Merrydown.
This undertaking is binding in all circumstances, subject only to the Offer
becoming effective or, if the Offer proceeds by way of an Offer Document, the
Offer becoming or being declared unconditional in all respects.
SHS has received an irrevocable undertaking from Rights and Issues Investment
Trust PLC to accept the Offer in respect of 2,455,000 Merrydown Shares,
representing approximately 11.4 per cent of the existing issued share capital of
Merrydown. This undertaking is binding in all circumstances save in the event of
the announcement of a competing offer for 180 pence or more for each Merrydown
Share, subject only to the Offer becoming effective or, if the Offer proceeds by
way of an Offer Document the Offer becoming or being declared unconditional in
all respects.
SHS has also received a best endeavours undertaking from Discretionary Unit Fund
Managers Limited to procure that the trustees of such trust accept the Offer in
respect of 1,500,000 Merrydown Shares, representing approximately 6.9 per cent
of the existing issued share capital of Merrydown. This undertaking to use best
endeavours is binding in all circumstances save in the event of the announcement
of a competing offer for 180 pence or more for each Merrydown Share, subject
only to the Offer becoming effective or, if the Offer proceeds by way of an
Offer Document, the Offer becoming or being declared unconditional in all
respects.
In aggregate, therefore, SHS has received undertakings to accept, or procure the
acceptance of, the Offer in respect of 7,054,110 Merrydown Shares, representing
approximately 32.6 per cent of the existing issued share capital of Merrydown.
4. Background to and reasons for the Offer
In 1998 Merrydown successfully completed a refinancing of the Company by way of
a placing and open offer, raising #6 million (net of expenses) at a price of 45
pence per share. SHS participated in the refinancing with the purchase of
approximately 6.3 per cent of the shares then in issue and have acted as the
Company's sales agents in the period since the restructuring.
As part of this refinancing, the Company's Board was also restructured and the
new Board set out to simplify the business and concentrate resources on the
Group's two core brands: Shloer and Merrydown cider. The operational
restructuring of the business culminated with the announcement on 15 July 2004
regarding the closure of the Company's production site at Horam.
The successful implementation of the strategy focused on brand management is
reflected in the Group's strong operational performance and an increase in
shareholder value:
*Shloer has become established as a market leading adult soft drink brand
and continues to grow strongly. Shloer sales have increased more than
threefold since 1998;
*Merrydown Vintage cider is emerging in enhanced shape from a difficult
period in the cider market;
*Profitability and cash generation have been strong enabling, inter alia,
the return of #3.8 million to shareholders by way of dividends and share buy
backs since 1998; and
*Merrydown's share price has appreciated from the 1998 placing price of 45
pence per share, (falling to 19 pence shortly after the refinancing), to
102.5 pence on 9 November 2004, the day before the Company announced that it
had received an approach that may or may not lead to an offer.
The Company is therefore in strong health and the Merrydown Board is optimistic
as to the Group's continuing future growth prospects.
However, during the second half of 2004, the Merrydown Board received an
approach from a trade buyer who expressed an interest in making an offer for the
Company. Following this approach, the Merrydown Board appointed
PricewaterhouseCoopers LLP to act as the Company's financial adviser and assist
it in evaluating the offer approach and available strategic options. As part of
this process the Merrydown Board has had discussions with a number of interested
third parties and this has resulted in the Offer from SHS being announced today.
Whilst the Merrydown Board remains confident of Merrydown's future prospects, it
recognises that a larger organisation such as SHS has the resources to grow the
brands faster than Merrydown can as an independent company.
The Merrydown Board believes that the Offer appropriately reflects the strategic
value of the Group's brands and recommends that Shareholders vote in favour of
the transaction at the forthcoming Extraordinary General Meeting.
5. Recommendation and advice to Shareholders
The Directors, who have been so advised by PricewaterhouseCoopers LLP, consider
the terms of the Offer to be fair and reasonable. Accordingly, the Directors
unanimously intend to recommend to Merrydown Shareholders that they vote in
favour of the Offer. In providing advice to the Directors,
PricewaterhouseCoopers LLP has taken into account the commercial assessments of
the Directors.
6. Information on Merrydown
Merrydown, founded in 1946, is focussed on the management of its branded drinks
products principally Shloer, a market leading adult soft drink, and Merrydown
Vintage, a premium cider with a long established position in the market.
Merrydown's main markets are the UK and Ireland.
For the year ended 31 March 2004, Merrydown reported profit before tax and
exceptional items of #1.7 million (2003: #1.4 million) on turnover of #20.3
million (2003: #16.9 million). The net assets of Merrydown were #12.4 million as
at 31 March 2004. In its interim results for the 6 months to 30 September 2004
the Company reported profit before tax and exceptional items of #0.8 million
(2003: loss of #0.1 million) on turnover of #8.9 million (2003: #8.2 million).
7. Information on SHS
SHS was formed in 1975 and is a privately owned company, owned jointly by the
Sloan and Salters families. SHS is one of the largest sales and marketing
companies in the fmcg sector in Great Britain and Ireland and is actively
involved in separate brand ownership through a number of its subsidiaries,
Farmlea Foods Ltd, Beverage Brands UK Ltd, Gourmet Garden Ltd and Clayton Love
Distribution Ltd.
In its audited accounts for the year ended 31 December 2003 SHS reported profit
on ordinary activity before tax of #19.2 million (2002 #22.9 million) on
turnover of #255.6 million (2002 #234.8 million). At that date SHS had net
assets of #42.6 million.
8. Financing
The cash consideration payable under the Offer will be financed by SHS through a
combination of senior debt and existing cash reserves. Further information on
the financing of the Offer will be set out in the Scheme Documents.
9. Management and Employees
All of the Directors with the exception of C P Carr, the Divisional Managing
Director of the Cider Division, have agreed to resign from the Board of
Merrydown upon the Scheme becoming effective.
SHS has given assurances to the Directors that the existing employment rights,
including pension rights, of the Directors and employees of Merrydown will be
safeguarded in the event that the Scheme becomes effective.
10. Inducement fee and other arrangements
Merrydown has agreed to pay SHS a fee in the amount of #85,000 in the event that
(i) an Alternative Offer becomes or is declared unconditional in all respects or
such offer is publicly recommended by the Directors; or (ii) the Scheme is
withdrawn by Merrydown or Merrydown fails to take the steps required to make the
Scheme effective within one week of approval by the Merrydown Shareholders; or
(iii) the Directors withdraw or adversely alter their recommendation of the
Offer or, when requested by SHS to do so, they refuse or fail to repeat or
confirm their recommendation.
Merrydown has entered into an agreement with SHS pursuant to which it has agreed
that, without the prior consent of SHS, prior to the earlier of the date upon
which the proposed Scheme becomes effective (or, if applicable, the date on
which a recommended offer is declared unconditional in all respects) it shall
not (i) solicit an approach to be made, (ii) enter into an agreement or
arrangement, or (iii) provide any information to any person in relation to (a)
an actual or possible competing offer, or (b) the sale or disposal of any
business or assets of Merrydown and its subsidiary undertakings, except in
relation to an unsolicited offer or proposal.
In addition, Merrydown and SHS have entered into an Implementation Agreement,
which governs their relationship during the period until the Scheme becomes
effective or the Offer lapses. Among other things, the parties have agreed to
co-operate with regard to the process to implement the Scheme and Merrydown has
entered into certain undertakings concerning the conduct of its business during
that period.
11. Merrydown Share Option Schemes
The Offer will extend to all Merrydown Shares which are unconditionally allotted
or issued fully paid (or credited as fully paid, including any which are so
allotted or issued pursuant to the exercise of existing options granted under
the Merrydown Share Option Schemes) before the Scheme becomes effective.
To the extent that such options or awards are not exercised or do not vest in
full, it is intended that appropriate proposals will be made to the Merrydown
Share Option Holders in due course
12. Implementation of Scheme and cancellation of listing
The Scheme will only be implemented if all of the conditions set out in Appendix
I, have been satisfied or, if capable of waiver, have been waived. The
conditions include:
* the approval of the Scheme by a majority in number of the Merrydown
Shareholders who attend and vote, representing at least three-fourths in
value of the Scheme Shares voted, either in person or by proxy, at the
Court meeting;
* the special resolution required to implement the Scheme being duly
passed at the Extraordinary General Meeting; and
* the sanction of the Scheme and confirmation of the reduction of capital
involved therein by the Court (in both cases with or without modifications,
on terms reasonably acceptable to SHS) and an office copy of the Order of
the court sanctioning the Scheme and confirming the reduction of share
capital being delivered for registration to the Registrar of Companies in
England & Wales and being subsequently registered by it ("the effective
date").
If the Scheme becomes effective, it will be binding on all Merrydown
Shareholders, including any Merrydown Shareholders who did not vote to approve
the Scheme.
It is intended that shortly after the Scheme becomes effective SHS shall make an
application to the UKLA for the listing of Merrydown Shares on the Official List
to be cancelled and to the London Stock Exchange for such shares to cease to be
admitted to trading on its market for listed securities and thereafter Merrydown
will be re-registered as a private company under the relevant provisions of the
Companies Act.
13. Pensions
The Merrydown Pension Scheme is in deficit. The Trustees have entered into an
agreement with SHS which provides, among other things, that following the Scheme
becoming effective, a one off lump sum payment of #900,000 and an agreed amount
of monthly employer contributions totalling #375,000 per annum will be made by
the principal employer of the Merrydown Pension Scheme for each of the next
three years.
14. General
The conditions and principal arrangements of the Scheme are set out in Appendix
I to this announcement. The outline timetable and further terms of the Offer
will be set out in the Scheme Documents, which will be posted to Merrydown
Shareholders as soon as practicable.
Subject to the consent of the Panel, SHS reserves the right to elect to
implement the acquisition of the Merrydown Shares by way of a takeover offer,
within the meaning of Part XIII(A) of the Act. If SHS so elects, an Offer
Document, together with a form of acceptance, will be despatched to Merrydown
Shareholders (other than certain Overseas Shareholders) as soon as practicable
(and, in any event, save with the consent of the Panel, within 28 days of the
date of this announcement).
SHS currently holds 2,366,667 Merrydown Shares. Save for these shareholdings and
the irrevocable undertakings described in paragraph 3 of this announcement,
neither SHS nor, so far as SHS is aware, any person acting in concert with SHS
for the purposes of the Offer owns or controls any Merrydown Shares or any
securities convertible or exchangeable into Merrydown Shares or any rights to
subscribe for, or options (including traded options) in respect of, or
derivatives referenced to, any such shares which remain outstanding on 15th
February 2005 being the last dealing day prior to the date of this announcement
("relevant Merrydown securities") nor does any such person have any arrangement
in relation to relevant Merrydown securities. For these purposes, "arrangement"
includes an indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Merrydown Shares which may
be an inducement to deal or refrain from dealing in such shares.
This announcement is not intended to and does not constitute or form part of an
offer or an invitation to purchase any securities.
Enquiries:
SHS Group Limited +44 2890 868031
Michael Howard (Group Managing Director)
IBI Corporate Finance (financial adviser to SHS) +44 2890 433675
Robin Horner (Director)
Merrydown PLC +44 20 7067 0700
Andy Nash (Chairman)
Nigel Freer (Chief Executive Officer)
PricewaterhouseCoopers LLP (financial adviser to Merrydown) +44 20 7583 5000
Darren Bryant (Director)
Simon Boadle (Partner)
Citigate SMARTS (public relations adviser to SHS) +44 2890 395500
Alan Watson (Director)
Weber Shandwick Square Mile
(public relations adviser to Merrydown) +44 20 7067 0700
Chris Lynch/ Helen Thomas
IBI Corporate Finance which is the trading name of Bank of Ireland Corporate
Finance Limited in Northern Ireland is regulated by the Financial Services
Authority and is acting exclusively for SHS and no one else in connection with
the Offer and will not be responsible to anyone other than SHS for providing the
protections afforded to clients of IBI Corporate Finance or for providing advice
in relation to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Merrydown and for no one else in relation to the Offer
and will not be responsible to anyone other than Merrydown for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or by any means of instrumentality (including, without limitation, by
means of telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a
national securities exchange of, the United States of America, Canada, Australia
or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within those jurisdictions. Accordingly,
copies of this announcement are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in, into or
from the United States of America, Canada, Australia or Japan. Any person
(including without limitation, custodians, nominees and trustees) who may have
contractual or legal obligations, or may otherwise intend, to forward this
announcement to any jurisdiction outside the United Kingdom should refrain from
doing so and should either seek appropriate professional advice or should read
the relevant provisions to be included in the Scheme Documents before taking any
action.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Merrydown and SHS. Generally, the words "anticipate", "believe", "estimate",
"expect", "forecast", "intend", "may", "plan", "project", "should" and "will" or
similar expressions identify forward-looking statements. Such statements reflect
the relevant company's current views with respect to future events and are
subject to risks and uncertainties that could cause the actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as changes in general economic
and business conditions, changes in currency exchange rates and interest rates,
introduction of competing products, lack of acceptance of new products or
services, changes in business strategy and the behaviour of other market
participants and therefore undue reliance should not be placed on such
statements. Neither Merrydown nor SHS intends or assumes any obligations to
update these forward-looking statements.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
APPENDIX I
Conditions to the implementation of the Scheme and the Offer
1. The Scheme is conditional on:
(a) the approval of a majority in number of the holders of Scheme Shares
present and voting at the court meeting (or any adjournment thereof),
either in person or by proxy, representing not less than three-fourths
in value of the Scheme Shares held by such holders;
(b) the resolution required to approve and implement the Scheme and set
out in the notice of extraordinary general meeting of Merrydown being
passed by not less than three fourths of those voting, either in person
or by proxy, at such extraordinary general meeting (or at any
adjournment of that meeting); and
(c) the sanction of the Scheme and confirmation of the reduction of capital
involved therein by the Court (in both cases with or without
modifications, on terms reasonably acceptable to SHS) and an office copy
of the order of the Court sanctioning the Scheme and confirming the
reduction of share capital which forms part of it being delivered for
registration to the Registrar of Companies in England and Wales and
being registered by it.
2. Merrydown and SHS have agreed that, subject as stated in paragraph 4 below,
the Offer is also conditional upon the following matters in this paragraph 2
and, accordingly, the necessary action to make the Scheme effective will not
be taken unless the following conditions are satisfied or waived, as
referred to below at or prior to the Scheme being sanctioned by the Court:
(a) without limitation to condition (c) below, insofar as the merger
provisions of the Enterprise Act 2002 may be applicable, the Office of
Fair Trading indicating, in terms satisfactory to SHS, that it does not
intend to refer the proposed acquisition of Merrydown by SHS, or any
matter arising therefrom, to the Competition Commission, or the
statutory period for any such referral expiring without such reference
having been made, or the Office of Fair Trading accepting undertakings
from SHS in terms satisfactory to SHS, in lieu of referring the proposed
acquisition of Merrydown by SHS, or any matter arising therefrom, to the
Competition Commission, or the time limit for an application under
section 120(1) of the Enterprise Act 2002 in respect of a decision by
the Office of Fair Trading expiring without such application having been
made;
(b) save as disclosed in the announcement of its interim results for the 6
month period ended 30 September 2004 or Merrydown's report and accounts
for the year ended 31 March 2004, or as publicly announced by Merrydown
by the delivery of an announcement to a Regulatory Information Service
prior to the date of this announcement, or as fairly disclosed in
writing by Merrydown to SHS prior to the date of this announcement (such
public announcements, disclosures or information being referred to in
these terms and conditions as being "revealed"), there being no
provision of any agreement, authorisation, arrangement, franchise,
consent, lease, licence, permit or other instrument to which any member
of the Wider Merrydown Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject,
which as a result of the Offer or the Acquisition or because of a change
in the control or management of any member of the Wider Merrydown Group
or otherwise, is or is reasonably likely to result (in any case to an
extent which is materially adverse in the context of the Wider Merrydown
Group taken as a whole) in:-
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of or any grant available to, any such member being or
becoming repayable or capable of being declared repayable immediately
or earlier than its stated maturity date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn,
prohibited or inhibited or becoming capable of being withdrawn,
prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, franchise, consent,
licence, permit or instrument or the rights, liabilities,
obligations or interests of any such member thereunder being or
becoming capable of being terminated or adversely modified or
affected or any onerous obligation arising or any materially adverse
action being taken or arising or any obligation or liability arising
thereunder;
(iii) the rights, liabilities, obligations, interests or business of any
such member in or with any other person, firm, company or body (or
any arrangements or agreements relating to such rights,
liabilities, obligations, interests or business) being terminated,
modified or adversely affected;
(iv) any material assets or interests of, or any asset the use of which
is enjoyed by, any such member being or falling to be disposed of or
charged or ceasing to be available to any such member or any right
arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any such
member otherwise than in the ordinary course of business;
(v) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any such
member or any such mortgage, charge or security (whenever created,
arising or having arisen) becoming enforceable or being enforced;
(vi) the value of the financial or trading position of any member of the
Wider Merrydown Group being materially prejudiced or adversely
affected;
(vii) any liability of any member of the Wider Merrydown Group to make
any severance, termination, bonus or other payment of any of its
officers or other senior executives; or
(viii) any such member ceasing to be able to carry on business under
any name under which it presently does.
(c) no government, government department or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative or
investigative body or authority (including, without limitation, any national
anti-trust or merger control authority), court, trade agency, professional
body, association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties")
having instituted, implemented or threatened (in writing and addressed to a
member of the Wider Merrydown Group), or having decided to institute,
implement or threaten (in writing and addressed to a member of the Wider
Merrydown Group), any action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any statute, regulation, order
or decision or taken any steps which is reasonably likely to (in any case to
an extent which is materially adverse in the context of the Wider Merrydown
Group taken as a whole), as the case may be:-
(i) make the Offer or its implementation or the Acquisition or the change
of control of Merrydown void, illegal and/or unenforceable under the
laws of any relevant jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, challenge, frustrate, delay
or interfere with the same, or impose additional material conditions
or obligations with respect thereto, or otherwise require material
amendment to the terms of the Offer or Acquisition (including,
without limitation, taking any steps which would result in SHS being
required to dispose of all or some of its Merrydown Shares or
restrict the ability of SHS to exercise voting rights in respect of
some or all of such Merrydown Shares);
(ii) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by SHS or by any member of
the Wider Merrydown Group of all or any material portion of their
respective businesses, assets or properties or impose any limitation
on the ability of any of them to conduct their respective businesses
(or any part thereof) or to own any of their respective assets or
property (or any part thereof) to an extent which is material to SHS
or in the context of the Wider Merrydown Group taken as a whole,
respectively;
(iii) impose any limitation on, or result in a delay in, the ability of
SHS or any member of the Wider Merrydown Group directly or
indirectly to acquire or hold or exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or
other securities (or the equivalent) in any member of the Wider
Merrydown Group or to exercise management control over any such
member;
(iv) otherwise adversely affect in any respect any or all of the
businesses, assets, profits financial or trading position of or
prospects of SHS or any member of the Wider Merrydown Group
respectively;
(v) result in any member of the Wider Merrydown Group ceasing to be
able to carry on business or impose any limitation on the ability of
SHS or any member of the Wider Merrydown Group to integrate or
co-ordinate its business, or any part of it, with the business of
any member of the Wider Merrydown Group or SHS;
(vi) save pursuant to the Offer, require SHS or any member of the Wider
Merrydown Group to offer to acquire any shares or other securities
(or the equivalent) in any member of the Wider Merrydown Group
owned by any Third Party;
and all applicable waiting and other time periods during which any such
Third Party could decide to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference under the
laws of any relevant jurisdiction or enact any such statute, regulation,
order or decision or take any steps having expired, lapsed or been
terminated;
(d) all material authorisations, orders, recognitions, grants, determinations,
consents, licences, confirmations, clearances, certificates, permissions and
approvals (each an "Authorisation") which are necessary or considered
appropriate by SHS (SHS acting reasonably in considering whether any such
Authorisation is appropriate) in any relevant jurisdiction for or in respect
of the Offer (including, without limitation, its implementation) or the
Acquisition or the carrying on by any member of the Wider Merrydown Group of
its business having been obtained, in terms and in a form reasonably
satisfactory to SHS for all appropriate Third Parties or from any persons or
bodies with whom any member of the Wider Merrydown Group has entered into
contractual arrangements, in each case where the absence of such
Authorisation from such a person might have a material adverse effect on the
Wider Merrydown 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, withdraw, withhold, suspend, restrict, modify, amend or
not to renew any of the same;
(e) all notifications, applications and filings which are necessary having been
made, in connection with the Offer and the Acquisition 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 necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection
with the Offer or the Acquisition where, in each case, the absence of such
compliance might have a material and adverse effect on the business of the
Wider Merrydown Group taken as a whole;
(f) no notification having been received from any relevant authority or other
person that any interests held by the Wider Merrydown Group under licences,
patents, trademarks, leases and other rights in the UK and overseas will be
adversely affected (in any case to an extent which is material to the Wider
Merrydown Group taken as a whole) by the Offer or the Acquisition or that
such licences, patents, trademarks, leases and other rights are no longer in
full force and effect, or that there is an intention to revoke any of the
same;
(g) save as revealed:-
(i) (save as between Merrydown and wholly-owned subsidiaries of Merrydown,
or for options granted, or on the exercise of rights to subscribe for
Merrydown Shares pursuant to the exercise of options granted or the
exercise of rights under the Merrydown Share Option Schemes on or prior
to the date hereof or for the issue of any Merrydown Shares pursuant to
the Scheme), issued, agreed to issue, authorised or proposed the issue
or grant of additional shares of any class, or securities convertible
into, or rights, warrants or options to subscribe for, or acquire, any
such shares or convertible securities or redeemed, purchased or reduced
or announced any proposal to redeem, purchase or reduce any part of its
share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise other than to Merrydown or wholly-owned
subsidiaries of Merrydown;
(iii) (save for transactions between Merrydown and wholly-owned subsidiaries
of Merrydown) merged with or demerged any body corporate or acquired
or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, title or interest in
any asset (including shares and trade investments), or authorised or
proposed or announced any intention to propose any merger, demerger,
acquisition, disposal, transfer, mortgage, charge or the creation of
any security interest over the same (other than in the ordinary
course of business);
(iv) (save as between Merrydown and wholly-owned subsidiaries of Merrydown)
made, authorised or proposed, or announced an intention to propose, any
change in its share or loan capital including the purchase of any of
its own shares;
(v) issued, authorised or proposed the issue of or made any change in or to
any debentures or incurred or increased any indebtedness or become
subject to a liability (actual or contingent) which in any case is
outside the ordinary course of business and material in the context of
the Wider Merrydown Group taken as a whole;
(vi) entered into, implemented, effected, varied, authorised or proposed or
announced its intention to enter into or vary any contract,
reconstruction, amalgamation, scheme, commitment, merger, demerger or
other transaction or arrangement or waived or compromised any claim in
respect of itself or another member of the Wider Merrydown Group, in
each case otherwise than in the ordinary course of business, which in
any case is material in the context of the Wider Merrydown Group taken
as a whole;
(vii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Merrydown Group and any other person in a
manner which is reasonably likely to have a material adverse effect on
the financial position of the Wider Merrydown Group;
(viii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment
or termination of employment of any person employed by the Wider
Merrydown Group which, taken as a whole, are material in the context
of the Wider Merrydown Group taken as a whole;
(ix) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:
(a) differs to any extent material in the context of the particular
agreement, transaction, arrangement or commitment from the terms
set out in draft agreements or revealed heads of agreement relevant
to such agreement, transaction, arrangement or commitment; or
(b) is other than in the ordinary course of business.
and which in any such case is material in the context of the Wider
Merrydown Group taken as a whole;
(x) entered into or changed the terms of any contract, agreement or
arrangement with any director or senior executives of any member of the
Wider Merrydown Group;
(xi) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it in writing or petition presented or
order made for its winding-up (voluntarily or otherwise), dissolution
or reorganisation or for the appointment of a receiver, trustee,
administrator, administrative receiver or similar officer of all or any
material part of its assets and revenues or any analogous or equivalent
steps or proceedings in or under the laws of any jurisdiction having
occurred or there having been appointed any analogous person in any
jurisdiction which in any case is material in the context of the Wider
Merrydown Group taken as a whole;
(xii) been unable, or admitted in writing that it is unable, to pay its
debts generally or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business in any
case which is or would be material in the context of the Wider
Merrydown Group taken as a whole;
(xiii) made any material alteration to its memorandum or articles of
association or other incorporation documents (other than pursuant to
the Scheme);
(xiv) entered into any agreement, contract, commitment or arrangement which
consents to or results in the restriction of the scope of the business
of any member of the Wider Merrydown Group and which, in any such
case, is material in the context of the Wider Merrydown Group;
(xv) made or agreed or consented to any significant change to the terms of
the trust deeds constituting pension schemes established for its
directors and/or employees or their dependents or to the benefits which
accrue or to the pensions which are payable thereunder or to the basis
on which qualification for or accrual or entitlement to such benefits
or pensions are calculated or determined, or to the basis upon which
the liabilities (including pensions) of such pension schemes are funded
or made, or agreed or consented to any change to the trustees involving
the appointment of a corporation which would be material in the context
of the Wider Merrydown Group taken as a whole;
(xvi) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) to
enter into any agreement, commitment or arrangement or proposed or
announced any intention with respect to any of the transactions,
matters or events referred to in this condition (h);
(h) save as revealed and to the extent material in any case in the context of
the Wider Merrydown Group taken as a whole:-
(i) no material or adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects
of any member of the Wider Merrydown Group taken as a whole;
(ii) no claim being made, and no circumstance having arisen which is likely
to lead to a claim being made, under the insurance of any member of the
Wider Merrydown Group which is or might have a material adverse effect
on the Wider Merrydown Group;
(iii) no litigation, arbitration proceedings, prosecution or other legal or
regulatory proceedings or investigation having been instituted,
announced, implemented or threatened in writing by or against or
remaining outstanding against any member of the Wider Merrydown Group
or to which any member of the Wider Merrydown Group is or is likely to
become a party (whether as plaintiff, defendant or otherwise);
(iv) no contingent or other liability of any member of the Wider Merrydown
Group having arisen or become apparent or increased which in any such
case is or might reasonably be expected materially or adversely
to affect any member of the Wider Merrydown Group;
(v) (other than as a result of the Offer or the Acquisition) no enquiry or
investigation by, or complaint or reference to, any Third Party having
been threatened in writing, announced, implemented, instituted by or
against or remaining outstanding against or in respect of any member of
the Wider Merrydown Group which in any such case is or might be material
and adverse in the context of the Wider Merrydown Group taken as a
whole;
(i) except as fairly disclosed in writing by Merrydown to SHS in each case prior
to the date of this announcement SHS not having discovered that any
financial or business or other information publicly announced at any time by
or on behalf of any member of the Wider Merrydown Group is misleading or
contains a misrepresentation of any fact or omits to state a fact necessary
to make the information contained therein not misleading (and which was not
subsequently corrected before the date of this announcement by disclosure
either publicly or otherwise fairly in writing to SHS) in each case to an
extent that the effect of the inaccuracy or misrepresentation of fact or
omission is material in the context of the Acquisition or the Offer;
(j) except as fairly disclosed in writing by Merrydown to SHS in each case prior
to the date of this announcement:-
(i) any past or present member of the Wider Merrydown Group has not received
any notice from a Third Party to the effect that it has not complied
with all applicable legislation or regulations of any applicable
jurisdiction, all obligations in permits with regard to, and all
contractual provisions relating to, the protection of the environment
including relating to the storage, carriage, disposal, discharge,
spillage or leak of waste or disposal or emission of any hazardous
substance or any substance likely to impair the environment or
harm human health which non-compliance would be likely to give rise to
any material liability or cost (whether actual or contingent) on the
part of any member of the Wider Merrydown Group or SHS;
(ii) any past or present member of the Wider Merrydown Group has not
received any notice from a Third Party that there is or is likely to be
any obligation or liability (whether actual or contingent) to make good,
repair, reinstate or clean up any property now or previously owned,
occupied, operated or made use of or controlled by any past or present
member of the Wider Merrydown Group under any environmental legislation,
regulation, notice or circular or under any Third Party in any
jurisdiction and which is material in the context of the Wider
Merrydown Group taken as a whole.
For the purposes of these conditions, save where otherwise indicated, the "Wider
Merrydown Group" means Merrydown and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertakings, in which Merrydown and/or
such undertakings (aggregating their interests) have a significant interest,
and, for these purposes, "subsidiary", "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the Act, other than
paragraph 20(1)(b) of Schedule 4A to the Act which shall be ignored for this
purpose, and "significant interest" means a direct or indirect interest in 20
per cent or more of the total voting rights conferred by the equity capital of
an undertaking.
3. Settlement and cancellation of listing
If the Scheme becomes effective, SHS will send by post to the Merrydown
Shareholders not later than 14 days after the date the Scheme becomes effective,
cheques in respect of the consideration due under the Scheme.
It is currently intended that upon the Scheme becoming effective SHS shall make
an application to the UKLA for the listing of Merrydown Shares on the Official
List to be cancelled and to the London Stock Exchange for such shares to cease
to be admitted to trading on its market for listed securities.
4. Certain further terms of the Offer
SHS will reserve the right to waive, in whole or in part, all or any of the
above conditions except condition 1. The Scheme will not become effective and
the Offer will not be completed unless the conditions set out above are
fulfilled or satisfied or (if capable of waiver) waived by SHS or, where
appropriate, have been determined by SHS in its reasonable opinion to be or to
remain satisfied by 30 June 2005 or such date as Merrydown and SHS may agree and
the Court may approve.
Each of conditions 2 (a) to (j) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
SHS shall be under no obligation to waive or treat as fulfilled any of
conditions 2 (a) to (j) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
SHS reserves the right to elect to implement the Offer by way of a takeover
offer within the meaning of Part XIII(A) of the Act in which case additional
documents will be dispatched to the Merrydown shareholders. In such event, such
offer will be implemented on the same terms (subject to appropriate amendments),
including (without limitation, an acceptance condition set at 75 per cent of the
shares to which the Offer relates) so far as applicable, as those would apply to
the Scheme.
The Scheme will not become effective and the Offer will not be completed if,
before the date of the Court meeting, the Offer (or any aspect thereof) is
referred to the Competition Commission. In such circumstances the Scheme will be
withdrawn and the Offer will lapse.
In the event that SHS is required by the Panel to make an offer for Merrydown
Shares under the provisions of Rule 9 of the Code, SHS may make such alterations
to the conditions as may be necessary to comply with the provisions of that
Rule.
The Offer will be on the terms and will be subject to the conditions which are
set out in part 2 above and those terms and conditions which will be set out in
the Scheme Documents and such further terms as may be required to comply with
the applicable rules and regulations of the UKLA, the London Stock Exchange and
the City Code. The Offer and any acceptances thereunder will be governed by
English law and will be subject to the jurisdiction of the courts of England and
Wales.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE
OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The Offer will not be made, directly or indirectly, in or into or from the
United States of America, Canada, Australia or Japan.
APPENDIX II
Sources and Bases of Information
1. Unless otherwise stated, all financial information concerning Merrydown has
been extracted from the Annual Report and Accounts and the Interim Results.
2. The source for the historic closing prices of Merrydown Shares is Datastream.
3. The value of the existing issued share capital of Merrydown of #36.7 million
is based on 21,605,514 Merrydown Shares being in issue as at 15th February
2005, and a price of 170 pence being paid by SHS for each Merrydown Share.
4. The basic earnings per share has been extracted from the Annual Report &
Accounts.
5. The calculation regarding the percentage of the existing issued share capital
of Merrydown in respect of which the Directors have confirmed that they
intend to vote in favour of the Offer is based on 1,899,110 Merrydown Shares
being held by the Directors as a proportion of 21,605,514 Merrydown Shares
being in issue (as at 15th February 2005).
6. The calculation regarding the percentage of the existing issued share capital
of Merrydown in respect of which SHS has received other undertakings to vote,
or procure votes, in favour of the Scheme is based on 5,155,000 Merrydown
Shares being held by those persons who have given such undertakings and
letters of intent as a proportion of 21,605,514 Merrydown Shares being in
issue (as at 15th February 2005).
APPENDIX III
Definitions
In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
"Acquisition" the acquisition or proposed acquisition by SHS of any
Merrydown Shares or control or management of SHS and any
matters arising therefrom
"Act" the Companies Act 1985, as amended
"Alternative Offer" an offer by a third party unconnected to SHS, at or
above the Offer Price
"Annual Report and the annual report and accounts of Merrydown for the
Accounts" financial year ended 31 March 2004
"Australia" the Commonwealth of Australia, its states, possessions
and territories and all other areas subject to its
jurisdiction and any political sub-division thereof
"Board" a board of directors
"business day" a day (other than a Saturday, Sunday or public holiday)
on which banks are generally open for business in the
City of London
"City Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of a Merrydown Share as
derived from the Official List
"Court" the Companies Court of the Chancery Division in the High
Court of Justice
"Court Meeting" the meeting of the holders of Merrydown Shares, convened
by order of the Court pursuant to Section 425 of the Act
for the purpose of considering the Scheme
"dealing day" a day on which dealings in domestic securities may take
place on, and with the authority of, the London Stock
Exchange
"Directors" the Board of Directors of Merrydown
"existing issued share Merrydown Shares issued at the date of this announcement
capital of Merrydown" excluding those options exercisable under the terms of
the Merrydown Share Option Schemes
"Extraordinary General the extraordinary general meeting of Merrydown
Meeting" Shareholders (and any adjournment thereof) to be
convened for the purpose of considering and, if thought
fit, approving the Scheme
"fmcg" fast moving consumer goods
"IBI Corporate IBI Corporate Finance Limited
Finance"
"Implementation the framework agreement dated 16th February 2005 between
Agreement" Merrydown and SHS
"Interim Results" the interim results of Merrydown for the 6 months ended
30 September 2004
"Japan" Japan, its cities, prefectures, territories and
possessions and all other areas subject to its
jurisdiction and political sub-divisions
"London Stock London Stock Exchange plc
Exchange"
"Merrydown" or"the Merrydown PLC
Company"
"Merrydown Group" or Merrydown and its subsidiaries
"the Group"
"Merrydown Pension the Merrydown PLC Retirement Benefits Plan
Scheme"
"Merrydown Share Option holders of Merrydown Share Options
Holders"
"Merrydown Share options granted under any of the Merrydown Share Option
Options" Schemes
"Merrydown Share Option 1998 Company Share Option Plan and 1998 Discretionary
Schemes" Share Option Scheme
"Merrydown registered holders of Merrydown Shares
Shareholders" or
"Shareholders"
"Merrydown Share" or the ordinary shares of 25 pence each in the capital of
"Merrydown Shares" Merrydown
"Offer" the recommended proposals for the acquisition by SHS of
Merrydown to be effected by means of the Scheme and to
be set out in the Scheme Documents
"Offer Document" the formal offer document, to be sent to Merrydown
Shareholders (other than certain Overseas Shareholders),
setting out the terms and conditions of the Offer and,
where appropriate, any other document(s) containing
terms and conditions of the Offer constituting the terms
and conditions of the Offer should SHS elect not to
proceed by way of the Scheme
"Offer Price" 170 pence in cash for each Merrydown Share
"Official List" the daily official list of the UKLA
"Order" document of the Court sanctioning the Scheme
"Overseas Merrydown shareholders whose registered addresses are
Shareholders" outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom
"Panel" The Panel on Takeovers and Mergers
"PricewaterhouseCoopers PricewaterhouseCoopers LLP (a limited liability
LLP" partnership registered in England with registered number
OC303525) which is authorised and regulated in the UK by
the Financial Services Authority for designated
investment business
"Regulatory Information any of the services set out in schedule 12 of the
Service" Listing Rules of the UKLA
"Scheme" the proposed cancellation scheme of arrangement under
Section 425 of the Act between Merrydown and holders of
Scheme Shares, the full terms of which will be set out
in the Scheme Documents
"Scheme Documents" the Scheme Documents issued or to be issued by Merrydown
to its Shareholders in respect of the Scheme
"Scheme Shares" Merrydown Shares:
(a) in issue at the date of the Scheme Documents;
(b) (if any) issued after the date of the Scheme
Documents and prior to the Voting Record Time; and
(c) (if any) issued at or after the Voting Record Time
and at or prior to 6.00 p.m. on the day before the date
on which the Court Order is made either on terms that
the original or any subsequent holders thereof shall be
bound by the Scheme or in respect of which the holder
thereof shall have agreed in writing to be bound by the
Scheme,
but excluding any Merrydown Shares held by SHS
"SHS" SHS Group Limited
"subsidiary" or has the meanings given to them by the Act
"subsidiary
undertaking"
"Trustee(s)" the trustees of the Merrydown Pension Scheme
"UKLA" the Financial Services Authority, acting in its capacity
as the competent authority for the purposes of Part VI
of the Financial Services and Markets Act 2000
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"United States of the United States of America, its territories and
America", possessions, any state of the United States of America
and the District of Columbia and all other areas subject
to its jurisdiction and any political sub-division
thereof
"Voting Record Time" 6.00 p.m. on the business day prior to the day
immediately before the Court Meeting or any adjournment
thereof (as the case may be)
"Wider Merrydown as defined in Part 2 of Appendix I to this
Group" announcement
Throughout this announcement and where the context so requires the masculine
gender shall include the feminine and neuter and the singular shall include the
plural and vice versa.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Any reference to "#" or "p" refers to Sterling pounds and pence respectively.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBUNOSRVRRUARR
Merrydown (LSE:MYW)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Merrydown (LSE:MYW)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
