RNS Number:8003M
Tribal Group PLC
26 June 2003
FOR IMMEDIATE RELEASE
26 June 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Tribal Group plc
Recommended Offer for
HACAS Group PLC
and Placing to raise #20.5 million
Summary of the Offer
The boards of Tribal and HACAS announce that they have reached agreement on the
terms of a recommended offer to be made by Dresdner Kleinwort Wasserstein, on
behalf of Tribal, to acquire the whole of the issued and to be issued ordinary
share capital of HACAS.
* The terms of the Offer are:
For every HACAS Share 100p in cash and 0.1353 New Tribal Shares
and so in proportion for any other number of HACAS Shares held.
* HACAS Shareholders who validly accept the Offer will be able to elect,
subject to availability, to vary the proportions in which they receive the New
Tribal Shares and cash consideration in respect of their holding of HACAS Shares
under the Mix and Match Facility. Such elections may be made by HACAS
Shareholders in respect of all or part of their holding of HACAS Shares but will
only be satisfied to the extent that other HACAS shareholders make off-setting
elections.
* On the basis of the closing price of 345p per Tribal Share on 25 June
2003, the last business day prior to this announcement, the Offer values each
HACAS Share at approximately 146.7p, representing a premium of approximately
35.2 per cent. over the closing price of 108.5p per HACAS Share on 15 May 2003
(being the last dealing day prior to the announcement by HACAS that it had
received an approach which may or may not lead to an offer being made for the
HACAS Group) and values the entire issued share capital of HACAS at
approximately #45.1 million.
* The Directors of HACAS, who have been so advised by KBC Peel Hunt,
consider the terms of the Offer to be fair and reasonable and unanimously
recommend all HACAS Shareholders to accept the Offer.
* The Offer is conditional, inter alia, on approval by Tribal
Shareholders.
* Tribal has received irrevocable undertakings from HACAS Directors to
accept the Offer in respect of an aggregate of 20,587,123 HACAS Shares,
representing approximately 67.0 per cent. of HACAS' existing issued ordinary
share capital.
* The acquisition of HACAS is expected to be earnings enhancing for
Tribal.
Placing and financing of the Offer
Tribal also announces a placing of 6,507,937 New Tribal Shares at 315p per share
to raise #20.5 million in order to provide part of the finance for the cash
consideration payable under the Offer. The placing has been fully underwritten
by Dresdner Kleinwort Wasserstein. The balance of the cash payable pursuant to
the Offer will be financed out of existing facilities of Tribal provided by the
Bank of Scotland and others and Tribal's existing cash resources. Further
details of the Placing and settlement details for the Placing Shares are set out
in Appendix II.
Benefits of the Offer
The Tribal Directors believe that the acquisition of HACAS should bring
significant commercial and financial benefits, including:
* establishing Tribal as the leading consultancy in the social
housing market;
* broadening the range of services offered by Tribal in the local
authority market by adding asset management, finance and treasury services;
* extending the capability of Tribal's human resources and
recruitment activities;
* strengthening the senior management of Tribal's management
consultancy operations;
* enhancing Tribal's capability to win outsourcing and change
management contracts, particularly in local government; and
* expanding Tribal's customer base across social housing and
local and central government.
Over the medium term, the Tribal Directors believe that a number of additional
opportunities will become available to the Enlarged Group, including the
development of a substantial regeneration consultancy business and the potential
to cross-sell services to the Enlarged Group's client base.
Commenting on the Offer, Henry Pitman, Chief Executive of Tribal, said:
"We are delighted to announce our offer for HACAS. It has established a position
as one of the leading UK consultancy businesses in the social housing market,
working with over 120 local authorities and several hundred housing
associations. HACAS has a long record of impressive growth in sales and profits.
For Tribal, it is a major step in our strategy to become the leading public
sector management consultancy. Including HACAS, Tribal will have over 300
consultants and a similar number of associates working across our core markets
in education; local government, housing and regeneration; health and social
care; and central government. In addition to its capability in housing, the
acquisition will also provide us with a strong platform to develop a national
regeneration consultancy as well as enhancing our HR capability."
Commenting on the Offer, Julian Ashby, Chairman of HACAS said:
"I am very positive about the prospects for a combination of HACAS and Tribal.
The Offer creates a solid platform for the growth of HACAS as part of the
Enlarged Group."
There will be a presentation to analysts at 10.00 am today at the offices of
Dresdner Kleinwort Wasserstein at 20 Fenchurch Street, London EC3P 3DB
Enquiries:
Tribal HACAS
Henry Pitman (Chief Executive) Julian Ashby (Chairman)
Simon Lawton (Group Finance Director) Derek Joseph (Managing Director)
Tel: 01285 886020 Tel: 020 7609 9491
Dresdner Kleinwort Wasserstein KBC Peel Hunt
Robert Petch Oliver Scott
Tel: 020 7623 8000 Tel: 020 7418 8900
This announcement does not constitute an offer or an invitation to purchase
securities.
This summary should be read in conjunction with the full text of the following
announcement.
This announcement contains forward looking statements. As such statements
relate to future events, they are subject to risks and uncertainties, which may
cause the actual results to differ materially.
Dresdner Kleinwort Wasserstein Limited, which is regulated in the UK by the
Financial Services Authority, is acting exclusively for Tribal and no one else
in connection with the Offer and other matters described herein and will not be
responsible to anyone other than Tribal for providing the protections afforded
to customers of Dresdner Kleinwort Wasserstein Limited or for giving advice in
relation to the Offer or any other matter described in this announcement.
KBC Peel Hunt, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for HACAS and no one else in connection with the Offer and
other matters described herein and will not be responsible to anyone other than
HACAS for providing the protections afforded to customers of KBC Peel Hunt or
for giving advice in relation to the Offer or any other matter described in this
announcement.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any facilities of a national, state or other securities
exchange of, the United States or Canada or Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and the Offer should not be accepted by any such use, means,
instrumentality or facility, or from within the United States or Canada or
Australia or Japan or any such jurisdiction and doing so may render invalid any
purported acceptance of the Offer. Accordingly, copies of this announcement and
any documents related to the Offer are not being and must not be mailed,
forwarded, sent, transmitted or otherwise distributed in, into or from the
United States or Canada or Australia or Japan or any such other jurisdiction and
all persons receiving such announcement (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and must
not distribute, forward, mail or transmit or send them into or from the United
States or Canada or Australia or Japan or any such other jurisdiction.
The New Tribal Shares to be issued pursuant to the Offer have not been, and will
not be, registered under the United States Securities Act of 1933, as amended,
or under any of the relevant securities laws of any state or district of the
United States, Canada, Australia or Japan. Accordingly, unless an exemption
under such Act or other laws is available, the New Tribal Shares may not be
offered, sold, transferred or delivered, 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, Canadian, Australian or Japanese person. This announcement
and related materials do not constitute an offer of securities for sale in the
United States, Canada, Australia or Japan.
FOR IMMEDIATE RELEASE 26 June 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Tribal Group plc
Recommended Offer for
HACAS Group PLC
and Placing to raise #20.5 million
1. Introduction
The boards of Tribal and HACAS are pleased to announce that they have reached
agreement on the terms of a recommended offer to be made by Dresdner Kleinwort
Wasserstein on behalf of Tribal to acquire the whole of the issued ordinary
share capital of HACAS.
2. The Offer
The Offer, which will be subject, inter alia, to the terms and conditions set
out in this announcement and in the Offer Document and the Form of Acceptance
and the approval of Tribal Shareholders, will be made by Dresdner Kleinwort
Wasserstein on behalf of Tribal on the following basis:
for every HACAS Share 100p in cash and 0.1353 New Tribal Shares
and so in proportion for any other number of HACAS Shares held.
Based on the Closing Price of 345p per Tribal Share on 25 June 2003 (being the
last dealing day prior to the release of this announcement), the Offer values
the whole of HACAS's issued ordinary share capital at approximately #45.1
million and each HACAS Share at approximately 146.7p. This represents a premium
of approximately 35.2 per cent. to the Closing Price of 108.5p per HACAS Share
on 15 May 2003 (being the last dealing day prior to the announcement by HACAS
that it had received an approach which may or may not lead to an offer being
made for the HACAS Group). The value of the Offer price also represents a
premium of approximately 45.5 per cent. over the average Closing Price per HACAS
Share of 100.8 pence during the six months prior to 15 May 2003.
Full acceptance of the Offer (excluding the exercise of all options under the
HACAS Share Option Schemes and assuming there is no additional issue of any
further HACAS Shares or Tribal Shares after 25 June 2003 being the last business
day prior to this announcement other than the New Tribal Shares to be issued
under the Placing) would result in the payment of approximately #30.7 million in
cash, the issue of approximately 4.2 million New Tribal Shares and in HACAS
Shareholders holding approximately 6.6 per cent. of the Enlarged Share Capital.
The HACAS Shares will be acquired by Tribal fully paid and free from all liens,
equitable interests, charges and encumbrances and other interests and together
with all rights now or hereafter attaching thereto, including the right to
receive in full and retain all dividends and other distributions (if any)
subsequently declared, made or paid (excluding the interim dividend to be paid
on 26 June 2003 which HACAS Shareholders on the register at 30 May 2003 will be
entitled to retain).
The New Tribal Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing Tribal Shares.
No fraction of a New Tribal Share will be allotted or issued to accepting HACAS
Shareholders. Instead, the New Tribal Shares representing the aggregate of
fractional entitlements will be sold in the market and the net proceeds of sale
distributed pro rata to the accepting HACAS Shareholders entitled to them,
except that individual entitlements to amounts of less than #3 will be retained
for the benefit of the Enlarged Group.
Application will be made to the UKLA for the New Tribal Shares to be issued
pursuant to the Offer to be admitted to the Official List of the London Stock
Exchange. Application will also be made to the London Stock Exchange for the
New Tribal Shares to be admitted to trading on the London Stock Exchange.
The Offer is conditional, inter alia, upon approval by Tribal Shareholders at an
Extraordinary General Meeting of Tribal which will be convened for the purpose
of seeking such approval. The Tribal Directors intend to vote in favour of the
resolutions to be proposed at such meeting in respect of their own beneficial
shareholdings in Tribal.
Details of the conditions of the Offer are set out in Appendix I. The further
terms of the Offer are set out in the Offer Document and Form of Acceptance.
3. Mix and Match Facility
HACAS Shareholders who validly accept the Offer may elect, subject to
availability, to vary the proportions in which they receive New Tribal Shares
and cash consideration under the Offer in respect of their holdings of HACAS
Shares. Elections made by HACAS Shareholders under the Mix and Match Facility
may be made by HACAS Shareholders in respect of all or part of their holdings of
HACAS Shares but will only be satisfied to the extent that other HACAS
Shareholders make off-setting elections. The number of New Tribal Shares that
Tribal will issue under the terms of the Offer and the Mix and Match Facility is
approximately 4.2 million excluding the exercise of options (representing
approximately 7.9 per cent. of the existing issued ordinary share capital of
Tribal). To the extent that elections cannot be satisfied in full, they will be
scaled down on a pro rata basis.
To the extent that elections can be satisfied, HACAS Shareholders will receive
New Tribal Shares instead of cash and vice versa at a rate of 345p per New
Tribal Share.
As a result, HACAS Shareholders who make elections under the Mix and Match
Facility will not necessarily know the exact number of New Tribal Shares or the
amount of cash they will receive until settlement of the consideration under the
Offer.
An announcement will be made of the approximate extent to which elections under
the Mix and Match Facility will be satisfied when the Offer becomes or is
declared unconditional in all respects.
The Mix and Match Facility will not affect the entitlements of those HACAS
Shareholders who do not make elections under the Mix and Match Facility.
4. Placing and financing of the Offer
Tribal also announces a placing of 6,507,937 New Tribal Shares at 315p per share
to raise #20.5 million in order to provide part of the finance for the cash
consideration payable under the Offer. The placing has been fully underwritten
by Dresdner Kleinwort Wasserstein. The balance of the cash payable pursuant to
the Offer will be financed out of existing facilities of Tribal provided by the
Bank of Scotland and others. Further details of the Placing and settlement
details for the Placing Shares are set out in Appendix II.
5. Background to and reasons for the Offer
Tribal provides management consultancy and professional support services,
predominantly to the public sector in the UK. Its focus is on delivering
services to the education, health and social care, local authority and central
government markets.
Tribal's current management consultancy business provides services to schools,
local education authorities, further education colleges, central and local
government and the health and social care sector. HACAS is one of the leading
management consultancy businesses in its chosen markets, offering a
complementary range of services to Tribal across a wide customer base. The
acquisition of HACAS will create one of the leading management consultancy firms
operating in the public sector.
The Tribal Directors believe that the acquisition of HACAS should bring
significant commercial and financial benefits, including:
* establishing Tribal as the leading consultancy in the social
housing market;
* broadening the range of services offered by Tribal in the local
authority market by adding asset management, finance and treasury services;
* extending the capability of Tribal's human resources and
recruitment activities;
* strengthening the senior management of Tribal's management
consultancy operations;
* enhancing Tribal's capability to win outsourcing and change
management contracts, particularly in local government; and
* expanding Tribal's customer base across social housing and
local and central government.
Over the medium term, the Tribal Directors believe that a number of additional
opportunities will become available to the Enlarged Group, including the
development of a more substantial regeneration consultancy business and the
potential to cross-sell services to the Enlarged Group's client base.
6. Irrevocable undertakings and retention of New Tribal Shares
HACAS Directors have given irrevocable undertakings to accept the Offer in
respect of an aggregate of 20,587,123 HACAS Shares, representing approximately
67.0 per cent. of HACAS's existing issued ordinary share capital. These
undertakings are binding in the event of a higher competitive offer being
announced by a third party and will only cease to be binding if the Offer lapses
or is withdrawn or if, on or before 1.00 pm on 17 July 2003, there is a material
adverse change in the financial or trading position or in the performance or
expected performance of Tribal.
The HACAS Directors, other than the non-executive directors, Robert Orr-Ewing
and Richard Wollenberg, have agreed to retain the 2,586,779 New Tribal Shares to
which they are entitled under the Offer until the publication of the Enlarged
Group's results for the year ending 31 March 2005.
7. Recommendation
The HACAS Board, which has been so advised by KBC Peel Hunt, consider the terms
of the Offer to be fair and reasonable. In providing this advice to the HACAS
Board, KBC Peel Hunt has taken into account the commercial assessments of the
HACAS Directors.
Accordingly, HACAS Directors will unanimously recommend all HACAS Shareholders
to accept the Offer as they intend to do in respect of their entire beneficial
holdings of HACAS Shares. HACAS Directors have irrevocably undertaken to accept
the Offer in respect of 20,587,123 HACAS Shares in aggregate, representing
approximately 67.0 per cent. of the existing issued ordinary share capital of
HACAS.
8. Information on Tribal
Tribal was established in September 1999 by Henry Pitman, the Group's Chief
Executive, following his identification of an opportunity to create a new
support services group that would focus initially on the UK education sector,
with a view to expanding into other public sector markets in due course. Tribal
has developed rapidly through a combination of acquisition and organic growth.
In February 2001, Tribal floated on AIM raising #10.1 million, net of expenses,
principally to repay borrowings incurred since formation. Following the
flotation on AIM, Tribal continued its policy of acquiring businesses that
extended its range of services and enlarged the Tribal Group's customer base. In
December 2001, Tribal raised a further #20.9 million, net of expenses,
principally to repay debt incurred in financing the acquisitions made since
flotation. In July 2002, Tribal transferred its listing from AIM to the Official
List. Since that time, Tribal has completed further acquisitions with a maximum
aggregate consideration of #53.8 million, of which approximately 47 per cent. is
deferred and dependent on the future growth in profits of the businesses
acquired.
Tribal's services encompass:
* Management consultancy - a range of consultancy services to
schools, local education authorities (LEAs), local authorities, further
education (FE) colleges, central government and the health and social care
sector;
* IT and information management - library, information management
and IT services to local authorities, FE colleges, central government and the
private sector;
* Human resources and training - HR, recruitment and professional
development services to schools, LEAs, local authorities, FE colleges,
universities and the health sector; and
* Property services - property services and asset management
solutions to schools, local authorities, FE colleges and the health and social
care sector.
Tribal's strategy is to develop its position as a leading provider of
consultancy and professional support services to the UK public sector. The
Tribal Directors estimate that the market potential for the education, health,
local authority and central government outsourcing markets is in excess of #20
billion. As the Tribal Group develops, it plans to deliver services to other
areas of the public sector and to expand its presence in the private sector.
Tribal has implemented its strategy through the acquisition of companies that
provide consultancy or professional support services to its core markets. The
Tribal Group seeks to acquire companies that are leaders in their niche markets,
generating high margins and positive cash flows and led by entrepreneurial
management teams. The acquisitions have brought together the necessary expertise
and customer relationships to establish Tribal as a significant force in its
markets and to enable it to bid for large, long-term outsourcing contracts. In
addition, the Tribal Group's potential to deliver strong organic growth has been
enhanced through exploiting cross-selling opportunities between group companies
and utilising the national coverage of its offices.
The acquisitions have been financed primarily through a combination of debt and
equity. In most cases, a substantial proportion of the consideration has been
deferred, payable predominantly in Tribal Shares (or cash at Tribal's option) on
the acquired businesses achieving increases in operating profit.
Tribal intends to continue making acquisitions that either strengthen its
position in its existing markets, extend its skill base or take the Tribal Group
into related areas of the public sector. In addition to the proposed Offer for
HACAS, Tribal is currently reviewing a number of potential acquisition
opportunities.
Tribal's audited results for the year ended 31 March 2003, which were announced
today, state that it is now firmly established as a major supplier of
professional support services and consultancy to the public sector. The Tribal
Group has the required skills, services, management and customer relationships
to take advantage of the rapidly increasing opportunities in its expanding
markets. Tribal has had a good start to this year's trading and committed income
already exceeds 54 per cent of the year's budgeted turnover. The Tribal
Directors believe that this will be another successful year and that future
growth will remain strong.
9. Information on HACAS
HACAS is one of the leading providers of consultancy services to the social
housing sector. It was founded in 1979 by its existing management. It now
employs over 100 consultants and has access to 150 associate consultants, all
with technical skills and experience in their specialist fields. HACAS advises
over 120 local authorities and several hundred housing associations.
HACAS has three principal operating companies:
* HACAS Chapman Hendy Limited ("HCH") is the main business. It
provides outsourcing services to local authorities and housing associations and
advice on their management and financial and service development needs
(including human resources). Clients include major registered social landlord
groups and local authorities involved in partnership, stock transfers or those
intending to set up local housing companies. HCH also advises the Housing
Corporation, the Office of the Deputy Prime Minister and is a specialist housing
adviser to both the Scottish Parliament and the National Assembly for Wales. It
has offices in London, Leeds, Coventry and Glasgow.
* HACAS Exchequer Services Limited advises housing associations
and local authorities on funding and treasury management. It is active in the
stock transfer funding market and in advising on the refinancing of existing
housing debt.
* SDP Regeneration Services Limited ("SDP") was established to
acquire the business of the Stratford Development Partnership. The acquisition
was completed on 6 January 2003. SDP administers many of London's Single
Regeneration Budget programmes.
On 20 May 2003, HACAS published its interim results for the six months ended 31
March 2003. For this period, HACAS reported unaudited turnover of #8.1 million
and an unaudited profit before tax of #2.4 million, compared with an unaudited
turnover of #6.8 million and an unaudited profit before tax of #1.7 million for
the six months ended 31 March 2002.
10. Management and employees
The Tribal Board has confirmed that no changes will be made to the senior
management team of HACAS and has given assurances to the HACAS Directors that,
upon the Offer becoming or being declared unconditional in all respects, the
existing employment rights, including the pension rights, of all employees of
HACAS will be fully safeguarded.
Upon the Offer becoming or being declared unconditional in all respects, it is
intended that Robert Orr-Ewing and Richard Wollenberg, both currently
non-executive directors of HACAS, will leave the HACAS Board and each of them
will receive a payment reflecting his contractual entitlement equal to six
months' director's fees, being #3,750 and #7,500 respectively.
11. Disclosure of interests in HACAS
Save for the arrangements with HACAS Shareholders summarised in paragraph 6
above, neither Tribal nor any person deemed to be acting in concert with Tribal
owns or controls any HACAS Shares or has any options to acquire HACAS Shares.
Save as summarised in paragraph 6 above, neither Tribal nor any person acting in
concert with Tribal for the purposes of the Offer has any arrangement in
relation to HACAS Shares or any securities convertible into or exchangeable into
HACAS Shares or options (including traded options) in respect of, or derivatives
referenced to, any such shares. For these purposes, "arrangement" includes any
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to HACAS Shares which may be an
inducement to deal or refrain from dealing in such shares.
12. Compulsory acquisition and cancellation of listing
If Tribal receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the HACAS Shares to which the Offer relates
and the Offer becomes unconditional in all respects, Tribal will exercise its
rights pursuant to the provisions of sections 428 to 430F of the Act to acquire
compulsorily HACAS Shares in respect of which acceptances have not then been
received.
If the Offer becomes or is declared unconditional in all respects then,
irrespective of the level of acceptances, and whether or not Tribal is in a
position to apply the provisions of sections 428 to 430F of the Act to acquire
compulsorily the remaining HACAS Shares, Tribal will procure that HACAS applies
to the London Stock Exchange for the cancellation of the admission of HACAS
Shares to AIM and seek to re-register HACAS as a private company. It is
anticipated that, with the consent of the London Stock Exchange, such
cancellation will take effect no earlier than 20 business days following the
announcement that the Offer has become or been declared unconditional in all
respects.
Such cancellation is likely to reduce significantly the liquidity and
marketability of HACAS Shares. Accordingly, the value of any HACAS Shares in
respect of which acceptances of the Offer are not made may be affected.
13. HACAS Share Option Schemes
HACAS operates a number of employee incentive arrangements, including the HACAS
Share Option Schemes. The HACAS Group has also established two employee share
trusts, the HACAS EBT and the HACAS AESOP.
Details of the appropriate offer to be made to option holders under the HACAS
Share Option Schemes are referred to in the Offer Document.
14. Overseas shareholders
The availability of the Offer to HACAS Shareholders not resident in the UK or
who are citizens in countries other than the UK, may be affected by the laws of
the relevant jurisdiction. HACAS Shareholders who are not resident in the UK or
citizens in countries other than the UK should inform themselves about and
observe any applicable requirements.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex or telephone) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States
nor will it be made in or into Canada, Australia or Japan and, subject to
certain exemptions, the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australian or Japan. In addition, unless otherwise determined by Tribal and
HACAS or except as required or permitted by applicable law, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, Australia or Japan.
The New Tribal Shares to be issued pursuant to the Offer have not been, and will
not be, registered under the United States Securities Act of 1933, as amended,
or under any of the relevant securities laws of any state or district of the
United States, Canada, Australia or Japan. Accordingly, unless an exemption
under such Act or other laws is available, the New Tribal Shares may not be
offered, sold, transferred or delivered, 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, Canadian, Australian or Japanese person.
15. General
The Offer Document in respect of the Offer and listing particulars in respect of
the New Tribal Shares will be posted to HACAS shareholders today. A circular to
Tribal Shareholders explaining the Offer and convening an extraordinary general
meeting to seek their approval for the Offer together with listing particulars
for the New Tribal Shares to be issued pursuant to the Offer and the Placing are
all being despatched today. This announcement does not constitute an offer or
invitation to purchase securities.
Enquiries:
Tribal HACAS
Henry Pitman (Chief Executive) Julian Ashby (Chairman)
Peter Martin (Group Development Director) Derek Joseph (Managing Director)
Simon Lawton (Group Finance Director)
Tel: 01285 886020 Tel: 020 7609 9491
Dresdner Kleinwort Wasserstein KBC Peel Hunt
Robert Petch Oliver Scott
Tel: 020 7623 8000 Tel: 020 7418 8900
Dresdner Kleinwort Wasserstein Limited, which is regulated in the UK by the
Financial Services Authority, is acting exclusively for Tribal and no one else
in connection with the Offer and other matters described herein and will not be
responsible to anyone other than Tribal for providing the protections afforded
to customers of Dresdner Kleinwort Wasserstein Limited or for giving advice in
relation to the Offer or any other matter described in this announcement.
KBC Peel Hunt, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for HACAS and no one else in connection with the Offer and
other matters described herein and will not be responsible to anyone other than
HACAS for providing the protections afforded to customers of KBC Peel Hunt or
for giving advice in relation to the Offer or any other matter described in this
announcement.
APPENDIX I
Conditions of the Offer
The Offer, which will be made by Dresdner Kleinwort Wasserstein on behalf of
Tribal, will comply with the Listing Rules and the Code, will be governed by
English law and will be subject to the jurisdiction of the courts of England and
to the terms and conditions set out below and contained in the Offer Document
and the accompanying Form of Acceptance. The Offer will be subject to the
following conditions:
1. valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 3.00 pm on 17 July 2003 ("the First
Closing Date") (or such later time(s) and/or date(s) as Tribal may, subject to
the rules of the Code, decide) in respect of not less than 90 per cent. (or such
lesser percentage as Tribal may decide) in nominal value of the HACAS Shares to
which the Offer relates, provided that this condition will not be satisfied
unless Tribal and its wholly owned subsidiaries shall have acquired or agreed to
acquire, pursuant to the Offer or otherwise, HACAS Shares carrying in aggregate
more than 50 per cent. of the voting rights then exercisable at a general
meeting of HACAS.
For the purposes of this condition:
(a) HACAS Shares which have been unconditionally allotted shall be deemed
to carry the voting rights they will carry upon being issued; and
(b) the expression "HACAS Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act.
2. the passing at an extraordinary general meeting of Tribal (or at any
adjournment of the meeting) of such resolutions as are necessary, inter alia, to
approve, fund and implement the Offer and the acquisition of any shares in
HACAS;
3. the Admission of the New Tribal Shares becoming effective in accordance
with the Listing Rules and the rules of the London Stock Exchange or (if Tribal
so determines and subject to the consent of the Panel) the UKLA and the London
Stock Exchange agreeing to admit such shares to the Official List and to trading
respectively;
4. the Office of Fair Trading indicating, in terms satisfactory to Tribal,
that it is not the intention of the Secretary of State for Trade and Industry to
refer the proposed acquisition of HACAS by Tribal or any matters arising there
from to the Competition Commission;
5. no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or trade agency or any court or other body or
person in any jurisdiction (each a "Relevant Authority") having decided to take,
instituted or threatened any action, proceedings, suit, investigation or
enquiry, or having enacted, made or proposed to enact or make any statute,
regulation, order or decision that would or might reasonably be expected to:
(a) make the Offer for the acquisition of any HACAS Shares, or the
acquisition of control of HACAS, by Tribal void, unenforceable or illegal or
materially restrict, prohibit, materially delay or otherwise interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, or otherwise challenge, the Offer or the acquisition of any HACAS
Shares, or the acquisition of control of HACAS, by Tribal;
(b) require or prevent or delay or alter the terms for any divestiture by
Tribal or any of its subsidiaries or subsidiary undertakings or any associated
undertaking or any company of which 20 per cent. or more of the voting capital
is held by the Tribal Group or any partnership or joint venture in which any
member of the Tribal Group may be interested (the "Tribal Group") or by HACAS or
any of its subsidiaries or subsidiary undertakings or any associated undertaking
or any company of which 20 per cent. or more of the voting capital is held by
the HACAS Group or any partnership or joint venture in which any member of the
HACAS Group may be interested (the "HACAS Group") of all or any part of their
respective businesses, assets or properties or impose any limitation on their
ability to conduct their respective businesses or to own any of their respective
assets or properties, in each case the result of which would be material in the
context of the Offer;
(c) impose any material limitations on, or result in a material delay in,
the ability of any member of the Tribal Group or the HACAS Group directly or
indirectly to acquire or hold or to exercise effectively any rights of ownership
of shares or loans or securities convertible into shares in any member of the
Tribal Group or the HACAS Group respectively held or owned by it or to exercise
management control over any member of the HACAS Group or of the Tribal Group
respectively, in each case the result of which would be material in the context
of the Offer;
(d) otherwise adversely affect the business, assets or profits of any
member of the HACAS Group in a manner which is adverse to and material in the
context of the Offer taken as a whole;
(e) require any member of the Tribal Group or the HACAS Group to offer to
acquire or to hold any shares or other securities (or the equivalent) in, or
indebtedness of, any member of the HACAS Group owned or held by any third party,
in each case the result of which would be material in the context of the Offer;
(f) result in a material delay in the ability of any member of the Tribal
Group, or render any member of the Tribal Group unable, to acquire all or some
of the HACAS Shares or require or prevent a divestiture by any member of the
Tribal Group of any such shares, in each case the result of which would be
material in the context of the Offer; or
(g) result in any member of the HACAS Group ceasing to be able to carry on
business under any name which it presently does so
and all applicable waiting and other time periods during which any
such Relevant Authority could institute or threaten any such action,
proceedings, suit, investigation or enquiry having expired, lapsed or been
terminated;
6. all authorisations, orders, grants, recognitions, confirmations,
consents, clearances, permissions and approvals necessary or appropriate for or
in respect of the Offer and the proposed acquisition of HACAS by Tribal, the
absence of which should be in the context of the HACAS Group taken as a whole,
("Authorisations") being obtained in terms and in a form reasonably satisfactory
to Tribal from appropriate governments, governmental, quasi-governmental,
supranational, statutory or regulatory bodies, courts, trade agencies,
professional associations or persons or bodies with whom any member of the
Tribal Group or the HACAS Group has entered into contractual arrangements, and
such Authorisations remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and all necessary filings having been made
and all appropriate waiting periods under any applicable legislation and
regulations in any jurisdiction having expired or been terminated and no notice
or indication of any intention to revoke, suspend, restrict, modify or not to
renew any of the same having been received, in each case as may be necessary in
connection with the Offer under the laws or regulations of any jurisdiction.
7. there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the HACAS Group is
a party or by or to which any such member or any of its assets is or may be
bound or be subject which would, as a result of the acquisition or the proposed
acquisition by Tribal of the HACAS Shares or any part thereof, be reasonably
expected to result in:
(a) any moneys borrowed by, or any other indebtedness actual or contingent
of, any such member or associate becoming repayable or capable of being declared
immediately or earlier than the repayment date stated in such arrangement,
agreement or instrument or the ability of any such member or associate to borrow
moneys or incur any indebtedness being withdrawn or inhibited;
(b) any such arrangement, agreement, licence, permit, franchise or
instrument being terminated or adversely modified or affected or any onerous
obligation arising or any action being taken or arising thereunder;
(c) the rights, liabilities, obligations, interests or business of any
member of the HACAS Group under any such arrangement, agreement, licence,
permit, franchise or instrument or the interests or business of any member of
the HACAS Group in or with any other firm or company or body or person (or any
arrangement or arrangements relating to any such business or interests) being
terminated or adversely modified or affected;
(d) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(e) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than in the
ordinary course of business;
(f) the creation of any mortgage, charge or other security over the whole
or any part of the business, property or assets of any such member or any such
security (whenever arising or having arisen) becoming enforceable; or
(g) the financial or trading position or prospects of any member of the
HACAS Group being prejudiced or adversely affected to an extent which is
material in the context of the HACAS Group taken as a whole
where in any such case the result of which would be material in the
context of the HACAS Group taken as a whole, and no event having occurred which,
under any provision of any arrangement, agreement, licence, permit, franchise or
other instrument to which any member of the HACAS Group is a party or by or to
which any such member or any of its assets is bound, entitled or subject, is
reasonably likely to result in any of the events or circumstances as are
referred to in sub-paragraphs (a) to (g) of this condition 7;
8. no member of the HACAS Group having since 30 September 2002 (except as
publicly announced by HACAS prior to 26 June 2003 and delivered to a Regulatory
Information Service):
(a) (save as between HACAS and wholly owned subsidiaries of HACAS or upon
the exercise of rights to subscribe for HACAS Shares pursuant to the exercise of
options granted under the HACAS Share Option Schemes) issued or agreed to issue
or authorised or proposed the issue of additional shares of any class, or
securities convertible into any such shares, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities;
(b) recommended, declared, paid or made or proposed to declare, pay or make
any bonus, dividend or other distribution other than to HACAS or one of its
wholly owned subsidiaries;
(c) authorised or proposed or announced an intention to propose any merger
or demerger or acquisition or disposal of assets (other than in the ordinary
course of trading) or shares;
(d) (save as between HACAS and its wholly owned subsidiaries) made or
authorised or proposed or announced its intention to propose any change in its
share capital or loan capital;
(e) issued, authorised or proposed the issue of any debentures or (save in
the ordinary course of business) incurred or increased any indebtedness or
contingent liability which is material in the context of the HACAS Group taken
as a whole;
(f) entered into or varied or announced its intention to enter into or
vary any contract, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
which involves an obligation of a long term nature or an unusual nature or could
involve an obligation of a nature of magnitude, which in any such case is
material in the context of the HACAS Group taken as a whole;
(g) save as disclosed into the Offer Document, entered into or varied, or
announced its intention to enter into or vary, the terms of any service
agreement with any of the directors or senior executives of the HACAS Group;
(h) (to an extent which is material in the context of the HACAS Group taken
as a whole and save for transactions between HACAS and its wholly owned
subsidiaries) merged with any body corporate or acquired or disposed of, or
transferred, mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including shares and trade
investments);
(i) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or made any
other change to any part of its share capital;
(j) entered into any contract or other transaction which is or likely to
be restrictive to a material extent on the business of any member of the HACAS
Group or the Tribal Group;
(k) made any material alteration to its memorandum or articles of
association or other incorporation documents;
(l) ceased to be able, or admitted in writing that it is unable, to pay
its debts as they fall due or 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 any business;
(m) taken any corporate action or had any legal proceedings instituted or
threatened (not of a frivolous or vexatious nature) against it in respect of its
winding-up, dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, liquidator, trustee or similar officer
of all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed;
(n) waived or compromised any claim which is, in any such case, material in
the context of the HACAS Group taken as a whole;
(o) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependents or the benefits which accrue, or to the pensions
which are payable, thereunder, or to the basis on which qualification for, or
accrual or entitlement to, such benefits or pensions is 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 trust corporation;
(p) (other than in the ordinary course of business) granted any lease or
third party rights in respect of any of the leasehold property or freehold
property owned or occupied by it or otherwise disposed of any such property to
an extent which is material in the context of the Offer or the HACAS Group taken
as a whole; or
(q) entered into any contract, commitment or agreement or passed any
resolution with respect to or make any offer (which remains open for
acceptances) any of the transaction or events referred to in this paragraph;
9. since 30 September 2002 (except as publicly disclosed prior to 26 June
2003):
(a) there having been no receiver, administrator, administrative receiver
or other encumbrancers appointed over any of the assets of any member of the
HACAS Group and no analogous proceedings or steps having taken place under the
laws of any jurisdiction and there having been no petition presented for the
administration or winding-up of any member of the HACAS Group or any equivalent
proceedings or steps taken under the laws of any jurisdiction;
(b) no contingent or other liability having arisen or become apparent to
Tribal which might reasonably be expected adversely to affect any member of the
HACAS Group to an extent which is material in the context of the HACAS Group
taken as a whole;
(c) there having been no adverse change in the business, financial or
trading position or profits of HACAS or any other member of the HACAS Group
which is material in the context of the HACAS Group taken as a whole;
(d) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been initiated or threatened by or against or remaining
outstanding against any member of the HACAS Group taken as a whole;
10. Tribal not having discovered that:
(a) any financial, business or other information concerning HACAS or the
HACAS Group publicly disclosed at any time by any member of the HACAS Group is
misleading or contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading and which in
any such case is material in the context of the HACAS Group taken as a whole; or
(b) any partnership or company or other entity in which any member of the
HACAS Group has a significant economic interest and which is not a subsidiary of
HACAS is subject to any liability, contingent or otherwise, which is not
disclosed in the Annual Report and Accounts of HACAS for the year ended 30
September 2002, and which is material in the context of the HACAS Group taken as
a whole;
(c) any past or present member of the HACAS Group has not complied with all
applicable laws, legislation or regulations of any jurisdiction with regard to
any environmental matter (including any matters relating to disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health) which non-compliance
might give rise to any liability or cost (whether actual or contingent) on the
part of any member of the HACAS Group and which is material in the context of
the HACAS Group taken as a whole.
(d) there has been a disposal, spillage or leak of waste or hazardous
substance or any land or other asset now or previously owned, occupied or made
use of by any past or present member of the HACAS Group, or in which any such
member may have an interest, which would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the HACAS Group and
which is material in the context of the HACAS Group taken as whole;
(e) there is any liability (whether actual or contingent) which is material
in the context of the HACAS Group to make good, repair, re-instate or clean up
any property now or previously owned, occupied or made use of by any past or
present member of the HACAS Group under any environmental legislation,
regulation, notice, circular or order or any governmental, quasi-governmental,
state or local government, supranational, statutory or regulatory body, court
agency or association or any other person or body in any jurisdiction and which
is material in the context of the HACAS Group taken as a whole;
Tribal reserves the right to waive all or any of conditions 4 to 10 inclusive,
in whole or in part. Conditions 2 to 10 inclusive must be satisfied as at, or
waived (where possible) on or before, the 21st day after the later of the First
Closing Date of the Offer and the date on which condition 1 is fulfilled (or in
each case such later date as the Panel may agree). Tribal shall be under no
obligation to waive or treat as fulfilled any of conditions 2 to 10 inclusive by
a date earlier than the date specified herein for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled even if there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
Tribal will not invoke any Conditions 7 to 10 (inclusive) in relation to facts,
matters or circumstances which would otherwise give rise to the right to invoke
such Condition where there has been fair disclosure of such facts, matters or
circumstances to Tribal or its advisers by or on behalf of HACAS prior to 26
June 2003.
If Tribal is required by the Panel to make an offer for HACAS Shares under the
provisions of Rule 9 of the Code, Tribal may make such alterations to the above
conditions, including that in condition 1 above, as are necessary to comply with
the provisions of that Rule.
APPENDIX II
Terms and conditions of the Placing
By participating in the Placing, Placees are deemed to have read and understood
this Appendix in its entirety and to be providing the representations,
warranties and acknowledgements contained in this Appendix. Definitions used in
this press announcement have the same meanings within this Appendix unless the
context otherwise requires.
Details of the Placing Agreement and the Placing Shares
Dresdner Kleinwort Wasserstein Securities Limited ("DrKW") has today entered
into a placing agreement (the "Placing Agreement") with Tribal pursuant to which
it has conditionally agreed to use its reasonable endeavours to procure Placees
to accept the allotment of the Placing Shares and to the extent it does not do
so, itself as principal to accept the allotment of any Placing Shares for which
it is unable to procure Placees at the Placing Price for each Placing Share.
The Placing Shares will when issued be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 5p each in the
capital of the Company.
In this Appendix, unless the context otherwise requires, (a) "Placee" means a
person (including individuals, funds or others) on whose behalf a commitment to
accept the allotment of Placing Shares has been given and "Placees" shall be
construed accordingly; and (b) "Placing Participation" means a commitment given
by a Placee to have allocated to it Placing Shares.
Application for listing and admission to trading
Application will be made to the UK Listing Authority for admission of the
Placing Shares to the Official List maintained by the UK Listing Authority and
to London Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities.
Conditions of the Placing
The obligations of DrKW under the Placing Agreement and the obligation on
Placees to make payment in respect of their Placing Participation are
conditional, inter alia, on:
1. the Offer becoming or being declared unconditional in all respects in
accordance with its terms not later than 81 days after the posting of the offer
document, form of acceptance and listing particulars in each case relating to
the Offer ("Offer Documents");
2. an extraordinary general meeting of the Company ("EGM")
having been convened for not later than 18 July 2003 and the resolution to
approve the Offer having been passed thereat (and not, without the consent of
DrKW, at any adjournment thereof) without amendment and remaining in full force
and effect;
3. Admission becoming effective in accordance with paragraph
7.1 of the Listing Rules made under Part VI of the Financial Services and
Markets Act 2000 and in accordance with the London Stock Exchange plc's
Admission and Disclosure Standards by not later than 5.00pm on the 81st day
after the date of the posting of the Offer Documents;
4. the facility agreement (as amended) between the Company and
The Governor and Company of the Bank of Scotland plc ("Bank") remaining in full
force and effect at Admission, and the Bank honouring the Company's drawdown
notice to enable the Company to draw down funds to satisfy cash in respect of
the Offer at Admission other than the proceeds of the Placing; and
5. the Placing Agreement becoming unconditional in all
respects in accordance with its terms, together, the "Conditions".
If the Conditions are not fulfilled in all respects or waived by DrKW, the
Placing will lapse and Placees' rights and obligations hereunder shall cease and
determine at such time and no claim can be made by Placees in respect thereof.
By participating in the Placing, Placees agree that their rights and obligations
hereunder terminate only in the circumstances described above, and will not be
capable of rescission or termination by Placees.
DrKW reserves the right to waive or extend the time and/or date for fulfilment
of any of the conditions in the Placing Agreement (save that fulfilment of the
condition in paragraph 3 above may not be waived) provided that such time may
not be extended beyond 3 October 2003. In the event that any such extension is
agreed, Placees will be advised at the earliest opportunity and all subsequent
dates referred to herein will be adjusted appropriately. Any such extension or
waiver will not affect Placees' commitments pursuant to the Placing. DrKW shall
have no liability (a) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement, or (b) in any other respect (save for
fraudulent misrepresentation).
DrKW has no right of termination under the Placing Agreement.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Placees will receive any shares placed with them
in uncertificated form by registration to their CREST member account. DrKW
reserves the right to require settlement for and delivery of the Placing Shares
by such other means that it deems necessary if delivery or settlement is not
possible within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the announcement of the Offer becoming or being declared unconditional
in all respects, a member of the DrKW sales team will contact Placees to notify
them that the Offer has been declared wholly unconditional. On the date on
which the Conditions are satisfied, Placees will receive a trade confirmation
dated as at the date upon which the announcement is made that the Offer has
become or is declared unconditional in all respects ("Trade Date"). Allocations
will be delivered to Placees against payment of the Placing Price free of
(subject to paragraph 5 below under the heading "Representations and
Warranties") stamp duty, stamp duty reserve tax, PTM levy and commission.
Following Admission the Placing Shares will be eligible for settlement through
the CREST system. Placees agree that they will do all things necessary to
ensure that their CREST account enables delivery of Placing Participations to be
made to it against payment three Business Days following the Trade Date.
The Company will deliver the Placing Shares to a CREST account operated by DrKW
as the Company's agent for onward settlement to Placee's CREST accounts. (ISIN
Code GB00301 81522).
Interest will be chargeable daily on payments to the extent that value is
received after the due date at the rate of two percentage points above the base
rate of the UK clearing bank's base lending rate.
If Placees do not comply with these obligations, DrKW may sell the Placing
Shares allocated to Placees and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due.
Placees will, however, remain liable for any shortfall below the Placing Price
and Placees may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
Placees' Placing Shares on behalf of Placees.
Placees will not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
In accepting the Placing Participation offered to Placees, Placees confirm,
acknowledge, represent and warrant to DrKW (for themselves and on behalf of the
Company):
1. that the only information on which they have relied in
agreeing to take up a Placing Participation is that contained in this Press
Announcement, the Offer Documents and the Circular of the Company dated 26 June
2003, and not on any other document, information, representation, warranty or
statement made by any person and that none of the Company, its directors, DrKW
nor any of its directors or any person acting on behalf of any of them shall
have any liability for any such other information, representation, warranty or
statement provided that nothing in this paragraph shall exclude the liability of
any person for any fraudulent misrepresentation;
2. that the waiver by DrKW of any condition of the Placing
Agreement shall be within DrKW's absolute discretion, and DrKW shall have no
liability or duty to Placees whatsoever in connection with any decision to waive
any such condition, or to extend the time for satisfaction of any such
condition;
3. that they have complied with all relevant laws of all
relevant territories, and obtained all requisite governmental or other consents
which may be required in connection with their Placing Participation, that they
have complied with all requisite formalities and that they have not taken any
action or omitted to take any action which will or may result in DrKW or the
Company or any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing or a Placee's Placing Participation;
4. that this letter and their acceptance of their Placing
Participation is governed by and construed in accordance with English law and
that they submit to the exclusive jurisdiction of the English courts;
5. that they are not liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services), and that if they are any such
person, they agree to bear any stamp duty and stamp duty reserve tax as a
consequence of the same;
6. that they have all necessary consents and authorities to
enable them to give their commitment to their Placing Participation and to
perform their obligations in relation thereto;
7. that they are a person who falls within the provisions of
Articles 19 or 49 of the Financial Services and Markets Act (Financial
Promotions) Order 2000;
8. that to the extent applicable to them (a) they are aware of
their obligations in connection with money laundering under the Criminal Justice
Act 1993, (b) they have identified their clients in accordance with The Money
Laundering Regulations 1993 (as amended) (the "Regulations"), and (c) they have
complied fully with their obligations pursuant to the Regulations;
9. that their obligations hereunder shall not (save in the
case of fraudulent misrepresentation) be capable of rescission or termination by
them in any circumstances;
10. that they irrevocably appoint any director of DrKW as their
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on their behalf necessary to enable them to be
registered as the holder of any of the Placing Shares in their Placing
Participation;
11. that they are not a US Person (as defined in Regulation S
under the US Securities Act of 1933 ("Securities Act")) and that the Placing
Shares have not been and will not be registered under the Securities Act and
that they will not offer or sell the Placing Shares in the United States and
have not engaged and will not engage in any "directed selling efforts" (as
defined in Regulation S under the Securities Act) with respect to the Placing
Shares;
12. that they are not a resident of Australia, Canada or Japan and
the Placing Shares have not been and will not be registered under the securities
legislation of Australia, Canada or Japan and, subject to certain exceptions
(with which it is the Placee's responsibility to comply), may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
13. that the person who it specifies for registration as holder
of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee;
14. that neither DrKW nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure by
them to comply with paragraph 13 above; and
15. that they will pay for the Placing Shares acquired by them in
accordance with this announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other persons or
sold as DrKW determines.
The acceptance of a Placing Participation is made on the basis that Placees are
not and will not be a customer of DrKW for the purposes of the rules of the
Financial Services Authority and that DrKW does not have duties or
responsibilities to Placees for providing the protections afforded to its
customers under such rules or for providing advice in relation to the Placing.
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" or "Companies Act" the Companies Act 1985 (as amended)
"Admission" admission of the New Tribal Shares to listing on the Official List
and trading on the London Stock Exchange becoming effective in
accordance with the Listing Rules
"AIM" the Alternative Investment Market of the London Stock Exchange
"Annual Report and Accounts of HACAS" the audited annual consolidated financial statements of the HACAS
Group for the financial year ended 30 September 2003, together with
all reports, notes and statements required by law or in accordance
with Generally Accepted Accounting Practice in the UK to be attached
to such statements
"Bank of Scotland" The Governor and Company of the Bank of Scotland
"Closing Price" the closing middle market quotation of a HACAS Share or a Tribal
Share, as the case may be, as derived from the Daily Official List of
the London Stock Exchange
"Code" The City Code on Takeovers and Mergers
"Directors of HACAS" or the directors of HACAS
"HACAS Directors"
"Dresdner Kleinwort Wasserstein" Dresdner Kleinwort Wasserstein Limited
"Enlarged Group" the Tribal Group as enlarged by the proposed acquisition of HACAS by
Tribal pursuant to the Offer
"Enlarged Share Capital" the issued share capital of Tribal as it will be following full
acceptance of the Offer and the Placing
"First Closing Date" the day falling 21 days after the date on which the Offer Document is
posted
"Form of Acceptance" the form of acceptance which accompanies the Offer Document
"HACAS" HACAS Group PLC
"HACAS Board" the board of directors of HACAS
"HACAS Group" HACAS and its subsidiary undertakings
"HACAS Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in HACAS and any further such shares
which are unconditionally allotted or issued while the Offer remains
open for acceptance (or, subject to the provisions of the Code, such
earlier date as Tribal may decide) including any such shares allotted
or issued pursuant to the exercise of any options or conversion
rights or otherwise
"HACAS AESOP" HACAS All Employee Share Ownership Plan
"HACAS EBT" HACAS Employee Benefit Trust
"HACAS Unapproved Options" the unapproved options granted by the trustees of the HACAS EBT
"HACAS Shareholders" holders of HACAS Shares
"HACAS Approved Scheme" HACAS 1998 Approved Share Option Scheme
"HACAS Share Option Schemes" the HACAS Approved Scheme, the HACAS EMI Scheme and the HACAS
Unapproved Options
"KBC Peel Hunt" KBC Peel Hunt Ltd
"Limited Scheme" the Tribal Holdings Limited Employee Share Option Scheme
"Listing Rules" the rules and regulations made by the Financial Services Authority in
its capacity as the UK Listing Authority under the Financial Services
and Markets Act 2000, and contained in the UK Listing Authority's
publication of the same name
"London Stock Exchange" London Stock Exchange plc
"Mix and Match Facility" the facility whereby holders of HACAS Shares who validly accept the
Offer may elect to receive either additional New Tribal Shares or
additional cash (in accordance with the terms and conditions of the
Offer) to the extent only that other holders of HACAS Shares who have
accepted the Offer make off-setting elections
"New Tribal Shares" the ordinary shares of 5p in the capital of Tribal to be issued,
credited as fully paid, pursuant to the Offer
"Offer" the recommended offer by Dresdner Kleinwort Wasserstein on behalf of
Tribal to acquire the entire issued and to be issued ordinary share
capital of HACAS, on the terms and subject to the conditions set out
in the Offer Document and the Form of Acceptance and, any subsequent
revision, variation, extension or renewal thereof
"Offer Document" the document issued to HACAS Shareholders which contains the Offer
"Offer Documents" the Offer Document together with the related Form of Acceptance and
the Listing Particulars
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeover and Mergers
"Placing" the conditional placing of 6,507,937 New Tribal Shares by Dresdner
Kleinwort Wasserstein pursuant to the placing agreement, details of
which are set out in the Offer Document
"Placing Price" 315p per New Tribal Share
"Placing Shares" the 6,507,937 New Tribal Shares to be issued pursuant to the Placing
"PLC Scheme" the Tribal Group plc Employee Share Option Scheme
"Regulatory Information Service" Any of the services set out in Schedule 12 of the Listing Rules
"SAYE Scheme" the Tribal Group plc Savings Related Share Option Scheme
"Tribal" or "Company" Tribal Group plc
"Tribal Board" the board of directors of Tribal
"Tribal Group" Tribal Group plc and its subsidiary undertakings
"Tribal Shareholders" holders of Tribal Shares
"Tribal Share Schemes" the Limited Scheme, LTIP, PLC Scheme and SAYE Scheme together
"Tribal Shares" ordinary shares of 5p each in the capital of Tribal
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UKLA" UK Listing Authority
"US" or "United States" the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
and all other territories subject to its jurisdiction
"US Persons" has the meaning given in Regulation S under the US Securities Act of
1933, as amended
All references to legislation in this document are to English legislation unless
the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this document, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have their respective meanings under
the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
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