RNS Number:2160R
TripleArc PLC
23 October 2003
PRESS RELEASE
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
RECOMMENDED OFFER MADE BY
CANACCORD CAPITAL (EUROPE) LIMITED ON BEHALF OF
TRIPLEARC PLC
FOR
ACCESS PLUS PLC
* The boards of TripleArc and Access Plus announce a recommended offer to be
made by Canaccord Capital (Europe) Limited on behalf of TripleArc for the
whole of the ordinary share capital of Access Plus.
* Based on yesterday's Closing Price of a TripleArc Share of 20.75p, the
Offer values each Access Plus Share at approximately 223.0p and values the
issued share capital of Access Plus at approximately #40.2 million. This
represents a premium of 68.30 per cent. to the Closing Price of an Access
Plus Share on 24 April 2003 (the last dealing day prior to the announcement
by Access Plus that it had received an approach which may result in an offer
being made for its entire issued share capital) and a premium of 22.19 per
cent. to the Closing Price of an Access Plus Share on 22 October 2003 (the
last dealing day prior to the release of this announcement).
* TripleArc also announces a proposed placing of 70,000,000 new TripleArc
Shares at 16p per share to raise #11.2 million (approximately #7.9 million
net of all expenses under and in connection with the Placing and the Offer).
* By reason of its size and the relative values of TripleArc and Access
Plus, the acquisition by TripleArc of Access Plus pursuant to the Offer
constitutes a reverse takeover under the AIM Rules and, as such, requires
the approval of TripleArc Shareholders. In addition, TripleArc is obliged to
apply for re-admission of the Existing TripleArc Shares and admission of the
New TripleArc Shares respectively to trading on AIM.
* The Offer (which includes a Mix and Match Election) is being made on the
following basis:
for each Access Plus Share 150p in cash and 3.516 Offer Shares
* The cash element of the Offer will be financed partly through the #20
million acquisition finance facilities provided by HSBC Bank plc and partly
through the Placing.
* TripleArc has received binding irrevocable undertakings from the Access
Plus Directors and, as appropriate, their immediate families and their
related companies and trusts in respect of 6,024,816 Access Plus Shares
(representing approximately 33.38 per cent. of the existing issued share
capital of Access Plus). These undertakings will continue to be binding in
the event of a competing offer for Access Plus.
* In addition, TripleArc has received binding irrevocable undertakings
from certain other Access Plus Shareholders in respect of 2,138,215 Access
Plus Shares (representing approximately 11.85 per cent. of the existing
issued share capital of Access Plus). These undertakings cease to be binding
in the event that a third party announces an offer for Access Plus at a
price or with a value per Access Plus Share at least 10 per cent. above the
value of the Offer for each Access Plus Share.
* TripleArc has also received a non-binding letter of intention to accept
the Offer from another Access Plus Shareholder in respect of 1,369,145
Access Plus Shares (representing approximately 7.59 per cent. of the
existing issued share capital of Access Plus).
* Consequently, in total, TripleArc has received binding irrevocable
undertakings and a non-binding letter of intention to accept the Offer
in respect of, in aggregate, 9,532,176 Access Plus Shares, representing
approximately 52.82 per cent. of the existing issued share capital of
Access Plus.
* The Access Plus Directors will unanimously recommend Access Plus
Shareholders to accept the Offer.
* The TripleArc Directors will unanimously recommend TripleArc
Shareholders to vote in favour of the Resolutions.
* The TripleArc Directors and the Access Plus Directors
believe that the combination of TripleArc and Access Plus will
bring the following advantages to the Enlarged Group:
Enhanced market position - it will be one of the leading print
management companies in the UK;
Larger contract opportunities - a dedicated strategic contracts team
will be established whose goal will be to pursue opportunities for
securing large print management contracts;
Cross-selling of services - the Enlarged Group will have potential to
provide an expanded service offering for customers;
Technology base - technology is seen by many customers as an important
prerequisite for print management companies. It is intended that TripleArc's
proprietary print procurement technology ("CWS") will be used by the
Enlarged Group to demonstrate particular strength in this area;
Increased revenue from technology base - in addition to software sales that
can be achieved through cross-selling, the Enlarged Group should be able
to target increased revenue through the deployment of CWS;
Increased purchasing power - the Enlarged Group's combined print spend
should give it greater purchasing power and should enable it to secure more
favourable rates; and
Cost savings - the Enlarged Group should have the ability to achieve cost
savings by integrating overlapping businesses and operations.
Commenting on the Offer, Jason Cromack, Chief Executive of TripleArc, stated:
"This is a very positive step for both companies. The print management division
of the Enlarged Group will be in a strong position to capitalise on the
opportunities available in this growing market. We will have the benefit of the
Enlarged Group's technology solutions to roll across the division, enhancing our
service offering to our customers and streamlining the way we do business
internally and with our suppliers."
"Access Plus brings a vast range of additional services, experience and
expertise in the print management sector as well as a good geographical and
logistical network. As one of the top five print management companies in the
UK, we will be well placed to benefit from further market consolidation."
Timothy Brettell, Chairman and Chief Executive of Access Plus commented:
"We are very pleased to have finalised this offer. The synergies between the
two companies make for an ideal fit and the Enlarged Group will be a driving
force in the print management market."
This announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.
This summary should be read in conjunction with the full text of this
announcement. Appendix 1 contains the conditions to the Offer and Appendix 3
contains certain expressions used in this announcement.
Press enquiries
TripleArc
Jason Cromack/JT Wong 020 7258 6290
Access Plus
Timothy Brettell/Peter Houston 0117 933 1000
Canaccord (financial adviser, nominated adviser and joint broker
to TripleArc)
Toby Hayward/ Mark Williams 020 7518 2777
Evolution (joint broker to TripleArc)
Mike Brennan/Stuart Andrews 020 7488 4040
Rowan Dartington (rule 3 adviser to Access Plus)
Mike Coe 0117 933 0020
Weber Shandwick Square Mile (PR representative for TripleArc)
Terry Garrett/Nick Dibden 020 7067 0700
The Offer and the Placing are 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, telephone or internet) of
interstate or foreign commerce of, or any facilities of a securities exchange
of, the United States, nor are they being made directly or indirectly, in or
into Canada, Australia or Japan, unless an exemption under any applicable laws
is available. Accordingly, copies of this announcement and any related documents
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in or into the United States, Canada, Australia or Japan and doing so may
render invalid any purported acceptance of the Offer or any purported agreement
to subscribe for Placing Shares pursuant to the Placing.
Canaccord, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser, nominated adviser and joint broker to
TripleArc and no one else in connection with the Offer and the Placing and will
not be responsible to any person other than TripleArc for providing the
protections afforded to clients of Canaccord, or for giving advice in relation
to the Offer or the Placing or the contents of this announcement or any
transaction or arrangement referred to herein.
Evolution, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as joint broker to TripleArc and no one else in connection
with the Offer and the Placing and will not be responsible to any person other
than TripleArc for providing the protections afforded to clients of Evolution,
or for giving advice in relation to the Offer or the Placing or the contents of
this announcement or any transaction or arrangement referred to herein.
Rowan Dartington, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Access Plus in connection with the
Offer and will not be responsible to anyone other than Access Plus for providing
the protections afforded to customers of Rowan Dartington or for giving advice
in relation to the Offer or the contents of this announcement or any transaction
or arrangement referred to herein.
The TripleArc Directors accept responsibility for the information contained in
this announcement, other than that relating to Access Plus, the Access Plus
Directors and their immediate families and related companies and trusts. To the
best of the knowledge and belief of the TripleArc Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Access Plus Directors accept responsibility for the information contained in
this announcement relating to Access Plus, the Access Plus Directors and their
immediate families and related companies and trusts. To the best of the
knowledge and belief of the Access Plus Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
23 October 2003
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
RECOMMENDED OFFER MADE BY
CANACCORD CAPITAL (EUROPE) LIMITED ON BEHALF OF
TRIPLEARC PLC
FOR
ACCESS PLUS PLC
Introduction
The boards of TripleArc and Access Plus announce that they have reached
agreement on the terms of a recommended offer, to be made by Canaccord on behalf
of TripleArc, to acquire the entire issued and to be issued share capital of
Access Plus.
The board of TripleArc also announces a proposed placing of 70,000,000 new
TripleArc Shares. By reason of its size and the relative values of TripleArc and
Access Plus, the acquisition by TripleArc of Access Plus pursuant to the Offer
constitutes a reverse takeover under the AIM Rules and, as such, requires the
approval of TripleArc Shareholders. In addition, TripleArc is obliged to apply
for re-admission of the Existing TripleArc Shares and admission of the New
TripleArc Shares respectively to trading on AIM.
The Offer (which includes a Mix and Match Election) is being made on the
following basis:
for each Access Plus Share 150p in cash and 3.516 Offer Shares
The cash element of the Offer will be financed partly through the #20 million
acquisition finance facilities provided by HSBC Bank plc and partly through the
Placing.
As at 22 October 2003 (the last dealing day prior to the release of this
announcement), the Offer valued each Access Plus Share at 223.0p (based on the
Closing Price of a TripleArc Share of 20.75p) and values the issued share
capital of Access Plus at approximately #40.2 million. This represents a premium
of 68.30 per cent. to the Closing Price of an Access Plus Share on 24 April 2003
(the last dealing day prior to the announcement by Access Plus that it had
received an approach which may result in an offer being made for its entire
issued share capital) and a premium of 22.19 per cent. to the Closing Price of
an Access Plus Share on 22 October 2003 (the last dealing day prior to the
release of this announcement).
The Access Plus Directors, who have been so advised by Rowan Dartington,
consider the Offer to be fair and reasonable and will unanimously recommend that
all Access Plus Shareholders accept it. In providing advice to the Access Plus
Directors, Rowan Dartington has taken into account the Access Plus Directors'
commercial assessment of the Offer.
The Access Plus Directors and, as appropriate, their immediate families and
their related companies and trusts have irrevocably undertaken to accept the
Offer (and not to elect for the Mix and Match Election) in respect of their
entire interests in Access Plus Shares amounting, in aggregate, to 6,024,816
Access Plus Shares (representing approximately 33.38 per cent. of the existing
issued share capital of Access Plus). These undertakings will continue to be
binding in the event of a competing offer for Access Plus.
In addition, certain other Access Plus Shareholders have irrevocably undertaken
to accept the Offer in respect of their entire interests in Access Plus Shares
amounting, in aggregate, to 2,138,215 Access Plus Shares (representing
approximately 11.85 per cent. of the existing issued share capital of Access
Plus). These undertakings cease to be binding in the event that a third party
announces an offer for Access Plus at a price or with a value per Access Plus
Share at least 10 per cent. above the value of the Offer for each Access Plus
Share.
TripleArc has also received a non-binding letter of intention to accept the
Offer from another Access Plus Shareholder in respect of its interests in Access
Plus Shares amounting to 1,369,145 Access Plus Shares (representing
approximately 7.59 per cent. of the existing issued share capital of Access
Plus).
Consequently, in total, TripleArc has received binding irrevocable undertakings
and a non-binding letter of intention to accept the Offer in respect of, in
aggregate, 9,532,176 Access Plus Shares, representing approximately 52.82 per
cent. of the existing issued share capital of Access Plus.
The Offer
The Offer, which will be subject, inter alia, to the conditions and principal
further terms referred to in Appendix 1 below, is being made on the following
basis:
for each Access Plus Share 150p in cash and 3.516 Offer Shares
and so in proportion for any other number of Access Plus Shares held. Fractions
of Offer Shares will not be allotted or issued to accepting Access Plus
Shareholders, whose entitlements will be rounded down to the nearest whole
number of Offer Shares. Fractional entitlements to Offer Shares will be
aggregated and sold in the market with the proceeds distributed pro rata to the
Access Plus Shareholders entitled to them. However, individual entitlements to
net proceeds of less than #3 will not be paid to Access Plus Shareholders but
will be retained for the benefit of the Enlarged Group.
The Offer includes a Mix and Match Election pursuant to which Access Plus
Shareholders who accept the Offer may elect, subject to availability, to vary
the proportions in which they receive Offer Shares and cash in respect of their
holdings of Access Plus Shares. However, the total number of Offer Shares to be
issued under the Offer and the total amount of cash consideration to be paid
under the Offer will not be varied as a result of Mix and Match Elections.
Accordingly, TripleArc's ability to satisfy Mix and Match Elections will be
dependent upon the extent to which other Access Plus Shareholders make
offsetting elections. To the extent that the elections cannot be satisfied in
full, they will be scaled down on a pro rata basis. To the extent that elections
can be satisfied, Access Plus Shareholders will receive Offer Shares instead of
cash and vice versa on the basis of a price per Offer Share equal to the Placing
Price.
Full acceptance of the Offer ((i) assuming that all Access Plus Options which
are exercisable (at an exercise price per Access Plus Share of not more than the
value of the Offer for each Access Plus Share) are exercised but no TripleArc
Options are exercised prior to the closing of the Offer; and (ii) taking into
account the Placing Shares to be issued pursuant to the Placing) will involve
the payment of approximately #27.9 million and the issue of approximately
65,500,000 new TripleArc Shares, representing approximately 32.59 per cent. of
TripleArc's enlarged issued share capital.
By means of the Placing, TripleArc will raise #11.2 million (approximately #7.9
million net of all expenses under and in connection with the Placing and the
Offer) by the placing of 70,000,000 new TripleArc Shares at 16p per share for
the purpose of partially funding the cash element of the consideration for the
Offer.
The Offer Shares and the Placing Shares together will represent approximately
67.41 per cent. of TripleArc's enlarged issued share capital.
The Offer is conditional, inter alia, on (i) TripleArc Shareholders resolving to
approve the acquisition by TripleArc of Access Plus pursuant to the Offer and
the Placing; and (ii) the re-admission and admission respectively to trading on
AIM of the Existing TripleArc Shares and the New TripleArc Shares in accordance
with the AIM Rules. In addition, the Offer is subject to the conditions and
further terms of the Offer which are set out in full in Appendix 1 below and in
the Form of Acceptance.
Application will be made to the London Stock Exchange for the Existing TripleArc
Shares to be re-admitted, and for the New TripleArc Shares to be admitted, to
trading on AIM. It is expected that Admission will become effective and that
dealings, for normal settlement, will commence in the Enlarged Issued Share
Capital on the first dealing day following the day on which the Offer becomes or
is declared unconditional in all respects (save for the condition relating to
Admission).
Information on TripleArc
TripleArc provides integrated print procurement solutions, offering products and
services that use its proprietary technology to streamline the business
processes of print buying, production management and the distribution of printed
material.
The business focus of TripleArc has been to leverage the print management
division's use of the Collaborative Workflow System ("CWS"), TripleArc's
proprietary print procurement technology, to drive new business and growth of
existing business. In the opinion of the TripleArc Directors, the growth in
revenue and gross profit generated in the first six months of this year
demonstrates the success of this approach. The TripleArc Directors are of the
opinion that the technology has allowed TripleArc to increase efficiency and
control operating costs. Since deployment of CWS among the print management
division's supplier base, the gross profit of that division has almost trebled,
whilst the overheads required to manage the additional volume of business have
only increased by 50 per cent.. In the TripleArc Group's interim statements for
the six months ended 30 June 2003, TripleArc reported an operating loss of #0.25
million (2002: (#1.93 million)) on a turnover of #7.15 million (2002: #2.59
million). A copy of the interim statements is set out in Section B of Part 2 of
the AIM Admission Document. Trading since the interim statements has been in
line with the expectations of the TripleArc Directors.
Information on Access Plus
Access Plus is a market leader in print management and, in contrast to
TripleArc, has developed a range of logistics and project management skills to
provide a service which extends beyond pure print management to stock holding
and call-off delivery and the design and management of direct mail campaigns.
In the Access Plus Group's interim statements for the six months ended 30 June
2003, Access Plus reported an operating profit of #2.09 million (2002: #1.98
million) on a turnover of #15.76 million (2002: #14.63 million). A copy of the
interim statements is set out in Section B of Part 3 of the AIM Admission
Document. Trading since the interim statements has been in line with the
expectations of the Access Plus Directors.
Further information on TripleArc, Access Plus and the Enlarged Group is set out
in the Offer Document and the AIM Admission Document.
Background to and reasons for the Offer
Following TripleArc's successful integration of gl2, its print management
business, the acquisition of Access Plus pursuant to the Offer represents an
opportunity for TripleArc to replicate this approach on a larger scale.
The TripleArc Directors and the Access Plus Directors believe that the
combination of TripleArc and Access Plus will bring the following advantages to
the Enlarged Group:
* Enhanced market position - the Enlarged Group will be one of the leading
print management companies in the UK, raising its profile amongst major
corporate print buyers and their procurement directors. On the basis of the
revenues of TripleArc and Access Plus for 2002, the Enlarged Group's
combined turnover would have been some #37 million, which would have placed
the Enlarged Group within the top five print management companies in the UK
by turnover in that year;
* Larger contract opportunities - the Enlarged Group will establish a
dedicated strategic contracts team whose goal will be to pursue
opportunities for securing large print management contracts, which the
TripleArc Directors and the Access Plus Directors believe will become
available for tender by the Enlarged Group given its increased scale and
visibility in the market place;
* Cross-selling of services - the Enlarged Group will have potential to
provide an expanded service offering for customers, including logistics,
fulfilment, stock management, business forms, direct mail expertise, special
and security products, and advanced e-procurement solutions;
* Technology base - technology is seen by many customers as an important
prerequisite for print management companies. It is intended that CWS will be
used by the Enlarged Group to demonstrate particular strength in this area
and should streamline the Enlarged Group's print management processes,
allowing the sales team to focus on the job of developing and providing an
added value print management service;
* Increased revenue from technology base - in addition to software sales
that can be achieved through cross-selling, the Enlarged Group should be
able to target increased revenue through the deployment of CWS;
* Increased purchasing power - the Enlarged Group's combined print spend
should give it greater purchasing power with its print and paper suppliers
and should enable it to secure more favourable rates; and
* Cost savings - the Enlarged Group should have the ability to achieve
cost savings by integrating overlapping businesses and operations.
Financial effects of acceptance of the Offer
The financial effects of acceptance of the Offer on capital value and income are
set out in Appendix 2 below.
Management and employees
Once the Offer becomes or is declared unconditional in all respects, Timothy
Brettell, Peter Houston, Nicholas Haigh and Christopher Pople, all of whom are
currently directors of Access Plus, will join the TripleArc Board as the
Chairman, the Finance Director, the Sales Director and a non-executive director
respectively. Timothy Brettell will be required to devote at least four days per
month to the business of TripleArc. Of the remaining Access Plus Directors,
Stephen Avery will continue to be Access Plus's Commercial Director and Access
Plus's two other non-executive directors, Anthony Mitchard and Christopher
Rowlands, have agreed to resign from the Access Plus Board when the Offer
becomes or is declared unconditional in all respects with no compensation for
loss of office or otherwise save for payment of remuneration in respect of their
contractual notice periods.
David Wong, the current Chairman of TripleArc, will remain on the Enlarged Board
as a non-executive director and Shane Greenan, the current Finance Director of
TripleArc, will remain on the Enlarged Board in an executive capacity with a
view to becoming a non-executive director of TripleArc in due course.
Details of the service contracts and letters of appointment of the Enlarged
Board are set out in the AIM Admission Document.
TripleArc has given assurances to the Access Plus Board that, if the Offer
becomes or is declared unconditional in all respects, the existing rights,
including pension rights, of the management and employees of Access Plus will be
fully safeguarded.
On Admission, it is proposed to grant options to each of Jason Cromack, Peter
Houston, Nicholas Haigh, J T Wong, Colin Passmore, Stephen Avery and Neil Watson
over an aggregate of 3,650,000 TripleArc Shares at an option exercise price
equal to the Placing Price. Further details of these proposed options (including
performance targets) are set out in the AIM Admission Document.
Access Plus Share Option Schemes
The Offer extends to all Access Plus Shares which are issued or unconditionally
allotted or issued whilst the Offer remains open for acceptance (or, subject to
the provisions of the Code, such earlier date as TripleArc may determine),
pursuant to the exercise of Access Plus Options.
Following the Offer becoming or being declared unconditional in all respects,
appropriate proposals will be made to holders of Access Plus Options, to the
extent that such options have not been exercised or lapsed.
The Access Plus Directors who hold Access Plus Options have agreed, conditional
on the Offer becoming or being declared unconditional in all respects and on
Admission, to surrender their Access Plus Options (save for the 1997 Houston
Option which Mr Houston has, conditional on the Offer becoming or being declared
unconditional in all respects and on Admission, irrevocably undertaken to
exercise so that the Access Plus Shares resulting from such exercise will be
acquired by TripleArc pursuant to the Offer).
Financing the Offer
It is estimated that full acceptance of the Offer would require the payment by
TripleArc of a maximum of approximately #27.9 million in cash (assuming that all
Access Plus Options which are exercisable (at an exercise price per Access Plus
Share of not more than the value of the Offer for each Access Plus Share) are
exercised).
The cash consideration payable under the Offer will be financed partly through
the #20 million acquisition finance facilities provided by HSBC Bank plc and
partly through the Placing. Further details of the acquisition finance
facilities and the Placing are set out in the AIM Admission Document.
Canaccord has confirmed that the necessary financial resources are available to
TripleArc to enable it to satisfy full acceptance of the Offer.
Lock-in arrangements
The TripleArc Directors (other than Shane Greenan and Colin Passmore), the
Proposed Directors and Stephen Avery and persons connected with each of them
will, on Admission, be interested in an aggregate of 49,319,841 TripleArc Shares
representing 24.70 per cent. of the Enlarged Issued Share Capital.
The TripleArc Directors (other than Shane Greenan and Colin Passmore), the
Proposed Directors and Stephen Avery have undertaken to Canaccord and Evolution
that, except in certain limited circumstances, they shall not (and, in the case
of persons connected with them, they shall procure (so far as they are lawfully
able to do so) that such persons shall not) dispose of their holdings of
TripleArc Shares after Admission for a period expiring on the date of
publication of the preliminary announcement of the final results of the Enlarged
Group for the year ending 31 December 2004 without the written consent of
Canaccord and Evolution and, for a period of 12 months thereafter, not to effect
such disposals without first offering such TripleArc Shares for sale through
Canaccord and/or Evolution.
TripleArc Extraordinary General Meeting
The Offer is classified as a reverse takeover for the purposes of the AIM Rules
and is therefore conditional on the approval of TripleArc Shareholders. An
Extraordinary General Meeting is being convened for 10.00 a.m. on 17 November
2003 for the purpose of considering and, if thought fit, passing the following
resolutions:
(a) an ordinary resolution to approve the Offer and any revisions or
extension thereof and related arrangements;
(b) subject to and conditional upon the Offer becoming or being declared
unconditional in all respects (save in relation to Admission), a special
resolution:
(i) to increase TripleArc's authorised share capital from #6,000,000 to
#15,000,000 by the creation of 180,000,000 new TripleArc Shares;
(ii) to authorise the TripleArc Directors pursuant to section 80 of the
Act to allot relevant securities (including the Offer Shares and
the Placing Shares) up to a maximum aggregate nominal amount of
#10.88 million; and
(iii) to empower the TripleArc Directors pursuant to section 95 of the
Act to allot equity securities (including the Placing Shares) for
cash; and
(c) subject to and conditional upon the Offer becoming or being declared
unconditional in all respects (save in relation to Admission), a special
resolution to amend the articles of association of TripleArc so as to
increase:
(i) the maximum aggregate amount of fees which may be paid by TripleArc
to its non-executive directors from #12,000 to #100,000; and
(ii) TripleArc's borrowing limits from the greater of #5,000,000 and an
amount equal to two times the adjusted share capital and
consolidated reserves of TripleArc to the greater of #30,000,000
and an amount equal to two times the adjusted share capital and
consolidated reserves of TripleArc.
Inducement fee arrangements
As an inducement to TripleArc for considering the Offer, Access Plus has agreed
to pay TripleArc an inducement fee of up to #300,000 in certain circumstances.
Further details of these arrangements are set out in the AIM Admission Document.
Recommendation to Access Plus Shareholders
The Access Plus Directors, who have been so advised by Rowan Dartington,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the Access Plus Directors, Rowan Dartington has taken into account the Access
Plus Directors' commercial assessment of the Offer.
Accordingly, the Access Plus Directors will unanimously recommend that Access
Plus Shareholders accept the Offer, as they and, as appropriate, their immediate
families and related companies and trusts have irrevocably undertaken to do in
respect of their interests in Access Plus Shares amounting, in aggregate, to
6,024,816 Access Plus Shares, representing approximately 33.38 per cent. of the
existing issued share capital of Access Plus.
Recommendation to TripleArc Shareholders
The TripleArc Directors, who have been so advised by Canaccord, consider that
the Offer, the Placing and all the matters contained in the resolutions to be
proposed at the TripleArc Extraordinary General Meeting are in the best
interests of TripleArc Shareholders as a whole.
Accordingly, the TripleArc Directors will unanimously recommend TripleArc
Shareholders to vote in favour of the Resolutions as they have irrevocably
undertaken to do (or to procure (so far as they are able) that the voting rights
attaching to their interests are cast) in respect of their aggregate interests
in 32,194,086 Existing TripleArc Shares, representing approximately 49.15 per
cent. of TripleArc's existing issued share capital.
General
The Offer Document and the related AIM Admission Document of TripleArc will be
posted to Access Plus Shareholders today.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer (including the Mix and Match Election) is subject to the following
conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 13 November 2003 or such later
time(s) and/or date(s) as TripleArc may, subject to the rules of the Code,
decide in respect of not less than 90 per cent. (or such lower percentage
as TripleArc may decide with the agreement of HSBC Bank plc) in nominal
value of the Access Plus Shares to which the Offer relates, provided that,
unless agreed by the Panel, this condition shall not be satisfied unless
TripleArc and its subsidiaries shall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) shares in Access Plus
carrying, in aggregate, more than 50 per cent. of the voting rights
exercisable at a general meeting of Access Plus, including for this
purpose (to the extent, if any, required by the Panel) any voting
rights attaching to any Access Plus Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional
as to acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights they will carry upon
their being entered in the register of members of Access Plus; and
(ii) the expression "Access Plus Shares to which the Offer relates"
shall be construed in accordance with Sections 428 to 430F of the
Act.
(b) the passing at the EGM (or at any adjournment thereof) of the
Resolutions;
(c) the re-admission to trading on AIM of the Existing TripleArc Shares and
the admission to trading on AIM of the New TripleArc Shares
(including the Offer Shares to be issued pursuant to the Offer) becoming
effective in accordance with paragraph 6 of the AIM Rules;
(d) the Office of Fair Trading not having indicated to TripleArc
that it is the intention of the Secretary of State for Trade and
Industry to refer the proposed acquisition of Access Plus by TripleArc,
or any matter arising therefrom, to the Competition Commission;
(e) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, court, trade agency or any other
similar person or body in any jurisdiction (each an "Authority") having
decided to take, institute, implement or threaten any action, proceeding,
suit, enquiry, investigation or reference or make, propose or enact any
statute, regulation, undertaking, order or decision that would or might
reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or the
proposed acquisition by TripleArc of any shares in, or control of,
Access Plus or any member of the Wider Access Plus Group (as defined
below) void, illegal or unenforceable or, directly or indirectly,
prohibit, or otherwise materially restrict, delay or interfere with
the implementation of the same, or impose material additional adverse
conditions or other obligations with respect thereto, or otherwise
materially challenge or interfere therewith in any such case to a
material extent;
(ii) require or prevent the divestiture by TripleArc of any Access Plus
Shares;
(iii) require, delay, adversely affect or prevent the divestiture by
TripleArc or by any member of the Access Plus Group or any of its
associated undertakings (together the "Wider Access Plus Group") of
all or any material part of their respective businesses, assets or
property or impose any material limitation on the ability of any of
them to conduct their respective businesses or own any material
portion of their respective assets or properties in each case in a
manner or to an extent which is material to TripleArc in the context
of the Offer or, as the case may be, in the context of the Wider
Access Plus Group as a whole;
(iv) impose any material limitation on or materially delay the ability
of TripleArc to acquire or hold or exercise effectively all rights
of ownership of Access Plus Shares or securities convertible into
Access Plus Shares or on the ability of a member of the Access Plus
Group to hold or exercise effectively all or any rights of ownership
of shares in a member of the Wider Access Plus Group or on the
ability of TripleArc to exercise management control over a member
of the Wider Access Plus Group in any such case in a manner or to an
extent which is material to TripleArc in the context of the Offer
or, as the case may be, in the context of the Wider Access Plus
Group taken as a whole;
(v) save pursuant to the Offer, require TripleArc or the Wider Access
Plus Group to offer to acquire or repay any shares or other
securities of any member of the Wider Access Plus Group owned by
any person to an extent material in the context of the Offer; or
(vi) otherwise materially and adversely affect the business, profits or
prospects of TripleArc or any member of the Wider Access Plus Group;
and all applicable waiting periods during which any such Authority could
decide to take, institute, implement or threaten any such action,
proceeding, suit, enquiry, investigation or reference having lapsed,
expired or been terminated;
(f) save as disclosed in writing to TripleArc by or on behalf of Access Plus
before 21 October 2003 or as publicly announced to an RIS by or on
behalf of Access Plus before 21 October 2003, there being no provision
of any legally binding arrangement, agreement, licence or other instrument
to which a member of the Wider Access Plus Group is a party, or by or to
which any such member is or any of their assets are bound or subject, or
any circumstance which would or might be reasonably expected to as a
result of the Offer, the acquisition or proposed acquisition of any of
the Access Plus Shares by TripleArc or as a result of a change of
management or control of Access Plus result (to an extent which would
have a material adverse effect on the Wider Access Plus Group taken as a
whole) in:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of such member of the Wider Access Plus Group being or
becoming repayable immediately or prior to their or its stated
maturity or the ability of any such member to borrow monies or incur
indebtedness being withdrawn or prohibited or otherwise materially
and adversely affected;
(ii) any such legally binding arrangement, agreement, licence,
franchise, permit or other instrument being terminated, becoming
capable of termination, or adversely modified or adverse action
being taken or any onerous obligation or material liability arising
under it including, but not limited to, a request for repayment of
any monies borrowed by or any other indebtedness (actual or
contingent) of a member of the Wider Access Plus Group;
(iii) any member of the Wider Access Plus Group ceasing to be able to
carry on business under a name under which it presently does so;
(iv) the creation or enforcement of a mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member of the Wider Access Plus
Group or any such mortgage, charge or other security (whenever
arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such
member of the Wider Access Plus Group under any such arrangement,
agreement, licence or other instrument or the interests or business
of any such member of the Wider Access Plus Group in or with any
other person, firm, company or body (or any other arrangements
relating to any such interest or business) being terminated or
adversely materially modified or materially affected or any
onerous obligation or liability arising under it;
(vi) any material assets or material interests of any such member of
the Wider Access Plus Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest
could be required to be disposed of or charged other than in the
ordinary course of business;
(vii) the financial or trading position or prospects of any such member
of the Wider Access Plus Group being materially prejudiced or
materially adversely affected; or
(viii)the creation of material liabilities by any such member of the
Wider Access Plus Group (other than in the ordinary course of
business);
(g) all necessary notifications and filings in connection with the Offer or
the acquisition by TripleArc of any shares in, or under the control of,
Access Plus or any member of the Wider Access Plus Group or any matter
arising therefrom or relating thereto or its implementation having been
made, all appropriate waiting periods (including extensions thereof) in
respect of the Offer under any applicable legislation or regulation of
any jurisdiction having expired, lapsed or been terminated, all necessary
statutory and regulatory obligations in connection with the Offer or the
acquisition by TripleArc of any shares in, or control of, Access Plus or
any member of the Wider Access Plus Group in any jurisdiction having been
complied with and all authorisations, orders, grants, recognitions,
confirmations, licences, clearances, consents, permissions and approvals
("Authorisations") necessary or appropriate in respect of the Offer or
the acquisition by TripleArc of any shares in, or control of, Access Plus
or any member of the Wider Access Plus Group or the financing or
implementation thereof, or which are necessary for any member of the Wider
Access Plus Group to carry on its business or in relation to the affairs
of any member of the Wider Access Plus Group having been obtained in
terms and in a form reasonably satisfactory to TripleArc from all
appropriate Authorities and those Authorisations remaining in full force
and effect and all filings necessary for such purpose having been made
and no notice or intimation of an intention to revoke or not to renew
them having been received in each case where the absence of any such
Authorisation would have a material adverse effect;
(h) other than pursuant to the Offer or as set out in the AIM Admission
Document or as publicly announced by Access Plus prior to 21 October
2003 through an RIS or as disclosed in its published report and accounts
for the financial period ended 31 December 2002 or in writing to
TripleArc by Access Plus in connection with the Offer prior to 21 October
2003, no member of the Wider Access Plus Group having, since 31 December
2002 and prior to the date when the Offer becomes unconditional:
(i) save by a wholly owned subsidiary of Access Plus to Access Plus or
another wholly owned subsidiary of Access Plus issued or agreed to
issue or authorised or proposed the issue of additional shares of
any class, or securities convertible into or exchangeable for, or
rights, warrants or options to acquire or subscribe for, any such
shares or other securities, or redeemed, purchased or reduced any
part of its share capital (or announced any proposal to do the same)
save in respect of the exercise of Access Plus Options;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make a dividend, bonus or other distribution
(whether payable in cash or otherwise) other than a distribution
by any wholly owned subsidiary of Access Plus to its parent company;
(iii) merged with or de-merged from any body corporate or acquired or
disposed of (other than in the ordinary course of business of the
Wider Access Plus Group which would not have a material adverse
effect on such group taken as a whole) or transferred, mortgaged,
granted a lease or third party right, encumbered or charged or
created any security interest (each a "Transaction") over any
assets or any rights, title or interest in any assets (including
shares and trade investments), made or authorised or proposed or
announced its intention to propose any change in its share or loan
capital or authorised or proposed or announced any intention to
propose any such Transaction;
(iv) issued, authorised or proposed the issue of any debentures;
(v) otherwise than in the ordinary course of business incurred or
increased any indebtedness or contingent liability which is
material in the context of the Wider Access Plus Group taken as a
whole;
(vi) entered into or materially varied or made any offer to enter into
or vary the terms of any contract or commitment with any director
or senior executive of Access Plus in any material respect;
(vii) purchased, redeemed or announced any proposal to purchase or redeem
any of its own shares or other securities or reduced or made any
other changes to its share capital;
(viii)proposed a voluntary winding-up;
(ix) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
(x) waived or compromised a claim which is material in the context of
the Wider Access Plus Group taken as a whole;
(xi) entered into or materially varied or announced its intention to
enter into or vary a contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise)
which is not in the ordinary course of business or which is of a
long-term, onerous or unusual nature or which involves or could
reasonably be expected to involve an obligation of a nature or
magnitude which is material in the context of the Wider Access Plus
Group taken as a whole;
(xii) entered into, made an offer (which remains open to acceptance) to
enter into or materially varied the terms of a service or
consultancy agreement with or in respect of the services of any of
the directors, senior executives or consultants of Access Plus or
the other member of the Access Plus Group in any material respect;
(xiii)entered into any agreement or commitment which is material in the
context of the Wider Access Plus Group taken as a whole to subscribe,
purchase or otherwise acquire any shares or other interest in any
entity or part thereof;
(xiv) had any receiver or administrative receiver appointed over a material
part of the assets of any member of the Wider Access Plus Group or
had any analogous proceedings or steps taken under the laws of any
relevant jurisdiction or had any petition presented for the
administration of any member of the Wider Access Plus Group or any
equivalent proceedings or steps taken under the laws of any relevant
jurisdiction or any corporate action to effect the same;
(xv) entered into or varied in any material respect or authorised,
proposed or announced its intention to enter into or vary in any
material respect any contract, transaction, arrangement or
commitment which would be restrictive in any material respect on
the business of any member of the Wider Access Plus Group or which
could be so restrictive or which would have a material adverse
effect on the business of the Wider Access Plus Group taken as
a whole;
(xvi) taken any corporate action (except in the case of a dormant or
non-trading subsidiary) or had any legal proceedings instituted or
threatened against it in respect of its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its material assets or revenues
or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;
(xvii)made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for
its directors and/or employees and/or their dependants 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 trust corporation which would be material in the context of
the Wider Access Plus Group taken as a whole; or
(xviii)entered into a contract, agreement or commitment or legally binding
arrangement or passed a resolution with respect to or announced an
intention to effect or to propose a transaction or event referred
to in this paragraph (other than those specifically excluded);
(i) other than as publicly announced by Access Plus prior to 21
October 2003 through an RIS or as disclosed in its published report and
accounts for the financial period ended 31 December 2002 or in writing to
TripleArc by or on behalf of Access Plus in connection with the Offer
prior to 21 October 2003:
(i) there having been no material adverse change or deterioration in
the business, assets, financial, or trading position, profits or
prospects of the Wider Access Plus Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings, suit investigation or enquiry having been instituted
or threatened or remaining outstanding against or by a member of
the Wider Access Plus Group (whether as plaintiff or defendant or
otherwise) which in any such case is material and adverse in the
context of the Wider Access Plus Group taken as a whole; or
(iii) no contingent or other liability having arisen for any member of
the Wider Access Plus Group which might reasonably be expected
materially and adversely to affect the Wider Access Plus Group
taken as a whole; and
(j) TripleArc not having discovered (other than to the extent disclosed to
TripleArc before 21 October 2003):
(i) that the financial, business or other information concerning the
Wider Access Plus Group as contained in the information publicly
disclosed at any time after 31 December 2002 by or on behalf of a
member of the Wider Access Plus Group or otherwise made available
to TripleArc by Access Plus either contains a material
misrepresentation of fact or omits a fact necessary to make the
information contained in it not materially misleading in each case
to an extent which is material in the context of the Offer;
(ii) that any member of the Wider Access Plus Group is subject to any
contingent liability not disclosed in its published report and
accounts for the financial period ended 31 December 2002 which is
material in the context of the Wider Access Plus Group taken as a
whole;
(iii) any information which materially adversely affects the import of
any information disclosed at any time by or on behalf of any member
of the Wider Access Plus Group.
Subject to the requirements of the Panel, TripleArc reserves the right to waive,
in whole or in part, all or any of the above conditions apart from conditions
(a) to (d).
The Offer will lapse unless all of the conditions have been fulfilled (save for
the condition as to Admission) or (if capable of waiver) waived by midnight on
whichever is the later of 21 days after the first closing date of the Offer and
the date on which condition (a) is fulfilled (or such later date as TripleArc
may, with the consent of the Panel, decide). TripleArc shall, however, be under
no obligation to waive (if capable of waiver) or treat as fulfilled any of
conditions (e) to (j) inclusive by a date earlier than the latest date specified
above for its satisfaction 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.
References to the Offer lapsing means that the Offer shall thereupon cease to be
capable of further acceptance and Access Plus Shareholders and TripleArc shall
cease to be bound by acceptances delivered on or before the time when the Offer
so lapses.
If TripleArc is required by the Panel to make an offer or offers for Access Plus
Shares under the provisions of rule 9 of the City Code, TripleArc may make such
alterations to the conditions as are necessary to comply with the provisions of
that rule and any other requirements of the City Code.
The Offer will lapse if, before 3.00 p.m. on the first closing date or the date
when the Offer becomes or is declared unconditional as to acceptances, whichever
is the later, the acquisition by TripleArc of Access Plus is referred to the
Competition Commission.
APPENDIX 2
FINANCIAL EFFECTS OF ACCEPTANCE
In accordance with the terms of the Offer (and without taking into account any
election which Access Plus Shareholders may make pursuant to the Mix and Match
Election), Access Plus Shareholders will receive 150p in cash and 3.516 Offer
Shares for each Access Plus Share they hold. Fractions of Offer Shares will not
be allotted and entitlements will be rounded down to the nearest whole Offer
Share. The capital value received for each accepting Access Plus Share is
dependent on the market price of TripleArc Shares and, accordingly, will vary
over time as the price of TripleArc Shares fluctuates.
The following table shows, for illustrative purposes only, assuming no election
is made for the Mix and Match Election, and on the bases and assumptions set out
in the notes below, the financial effects of acceptance of the Offer on capital
value and income for a holder of one Access Plus Share if the Offer becomes or
is declared unconditional in all respects:
(a) Capital value
Market value of 3.516 Offer Shares1 73.0p
Cash consideration of 150p per Access Plus Share 150p
------
Value of consideration1 223.0p
Market value of one Access Plus Share2 132.5p
------
Increase in capital value of 90.5p
Representing an increase of 68.30 per cent.
OR
Market value of one Access Plus Share3 182.5p
------
Increase in capital value of 40.5p
Representing an increase of 22.19 per cent.
(b) Income
Gross annual dividend income from 3.516 Offer Shares4 Nil
Gross annual interest income from the cash consideration5 7.3p
------
Total income from the consideration 7.3p
Gross annual dividend income from one Access Plus Share6 9.8p
------
Decrease in income 2.5p
Representing a decrease of 25.51 per cent.
Notes:
1. This is based on the Closing Price of a TripleArc Share of 20.75p on 22
October 2003, being the last dealing day prior to the release of this
announcement. The market value of a TripleArc Share may fluctuate at any time.
2. The market value of an Access Plus Share appearing in this illustration is
based on the Closing Price of 132.5p on 24 April 2003, being the last dealing
day prior to the announcement by Access Plus that it had received an approach
which may result in an offer being made for its entire issued share capital.
3. The market value of an Access Plus Share appearing in this illustration is
based on the Closing Price of 182.5p on 22 October 2003, being the last dealing
day prior to the release of this announcement.
4. TripleArc has never declared or paid any dividends.
5. The income from the cash consideration has been calculated on the assumption
that the cash is re-invested in UK Government securities so as to achieve an
income of 4.87 per cent. per annum, being the average gross redemption yield on
medium coupon UK Government fixed interest rate securities of maturities of 5 to
15 years, as derived from the FT Actuaries Index as at 21 October 2003 as
published in the Financial Times on 22 October 2003, being the latest
practicable date prior to release of this announcement.
6. The dividend income on an Access Plus Share is based upon the final dividend
for the year ended 31 December 2002 of 5.8p (net) together with the 2003 interim
dividend of 3p (net), in each case grossed up by a factor of 100/90.
7. No account has been taken of fractions or any liability (actual or potential)
to taxation.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"1997 Houston Option" the Access Plus Option in respect of 200,000
Access Plus Shares at an exercise price of
170p per share granted to Peter Houston on 15
September 1997, details of which are set out
in paragraph 3.1.1(b) of Appendix 2 to the
Offer Document
"Access Plus" Access Plus PLC
"Access Plus Directors" or the directors of Access Plus as at the date
"Access Plus Board" of this announcement
"Access Plus Group" Access Plus and its subsidiaries and
subsidiary undertakings
"Access Plus Options" options granted under the Access Plus Share
Option Schemes
"Access Plus Shareholder(s)" holder(s) of Access Plus Shares
"Access Plus Share Option the Access Plus Company Share Option Scheme,
Schemes" the Access Plus Unapproved Executive Share
Option Scheme and the Access Plus Unapproved
Executive Share Option Scheme and the Access
Plus Enterprise Management Incentives
Scheme
"Access Plus Shares" the existing unconditionally allotted or
issued and fully paid ordinary shares of 10p
each in the capital of the Access Plus and
any further such shares which may be issued
or unconditionally allotted during the period
ending on the date and time at which the
Offer becomes or is declared unconditional in
all respects or, subject to the provisions of
the City Code, such earlier date or dates as
TripleArc may determine
"Act" the Companies Act 1985 (as amended)
"Admission" the re-admission of the Existing TripleArc
Shares, and the admission of the New
TripleArc Shares, to trading on AIM becoming
effective pursuant to paragraph 6 of the AIM
Rules
"AIM" the Alternative Investment Market of the
London Stock Exchange
"AIM Admission Document" TripleArc's AIM admission document dated with
the same date as this announcement
"AIM Rules" the rules of the London Stock Exchange
relating to AIM
"Australia" the Commonwealth of Australia, its states,
territories and possessions
"Canaccord" Canaccord Capital (Europe) Limited, which is
regulated by the Financial Services
Authority
"Canada" Canada, its provinces and territories and all
areas subject to its jurisdiction or any
political subdivision thereof
"Circular" the circular dated with the same date as this
announcement and addressed to TripleArc
Shareholders containing, inter alia, notice of
the Extraordinary General Meeting
"Closing Price" the closing middle market quotation of the
relevant share as derived from the Daily
Official List
"Code" or "City Code" the City Code on Takeovers and Mergers
"Daily Official List" the Daily Official List of the London Stock
Exchange
"Enlarged Board" the directors of TripleArc on Admission, details
of whom are set out in paragraph 2.5 of Appendix
2 to the Offer Document
"Enlarged Group" the TripleArc Group (as enlarged by the Access Plus
Group)
"Enlarged Issued Share the issued share capital of TripleArc as enlarged
Capital" by the issue of the New TripleArc Shares (assuming
full acceptance of the Offer and full subscription
under the Placing and without taking into account
any shares issued in exercise of outstanding Access
Plus Options (save for the 1997 Houston Option) or
TripleArc Options)
"Evolution" Evolution Beeson Gregory Limited, which is regulated
by the Financial Services Authority
"Existing TripleArc the issued and fully paid TripleArc Shares as at
Shares" the date of this announcement
"Extraordinary General the extraordinary general meeting of TripleArc to
Meeting" or "EGM" be held on 17 November 2003, notice of which is
set out at the end of the Circular
"Form of Acceptance" the form of acceptance and authority accompanying
the Offer Document for use in connection with the
Offer
"gl2" gl2 Limited, a subsidiary of TripleArc
"Japan" Japan, its cities, prefectures, territories and
possessions
"London Stock Exchange" London Stock Exchange plc
\"Mix and Match Election" the right of Access Plus Shareholders who
validly accept the Offer to elect to vary the
proportions of Offer Shares and cash receivable
under the Offer or, as the context may require,
such an election
"New TripleArc Shares" the Offer Shares and the Placing Shares
"Offer" the recommended offer made by Canaccord on
behalf of TripleArc to Access Plus Shareholders,
on the terms and subject to the conditions set
out in Appendix 1 and the Form of Acceptance, to
acquire the whole of the issued and to be issued
share capital of Access Plus and, where the
context so requires, any subsequent revision,
variation, extension or renewal thereof
"Offer Shares" the new TripleArc Shares to be issued to Access
Plus Shareholders pursuant to the Offer
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeovers and Mergers
"Placing" the placing of the Placing Shares pursuant to
the terms of the Placing Agreement, details of
which are set out in the AIM Admission
Document
"Placing Agreement" the agreement between TripleArc (1), the
TripleArc Directors (2), the Proposed Directors
(3), Canaccord (4) and Evolution (5) dated 23
October 2003 relating to the Placing, the
principal terms and conditions of which are
summarised in paragraph 11.2 of Part 6 of the
AIM Admission Document
"Placing Price" 16p, being the price at which the Placing Shares
are being issued pursuant to the Placing
"Placing Shares" 70,000,000 new TripleArc Shares to be issued
pursuant to the Placing
"Proposed Directors" Timothy Brettell, Peter Houston, Nicholas Haigh
and Christopher Pople, all of whom are currently
directors of Access Plus and will be joining the
board of TripleArc upon Admission
"Resolutions" the resolutions to be proposed at the EGM
"Rowan Dartington" Rowan Dartington & Co. Limited, which is
regulated by the Financial Services Authority
"TripleArc" TripleArc plc
"TripleArc Directors" or the directors of TripleArc as at the date of
"TripleArc Board" this announcement
"TripleArc Group" TripleArc and its subsidiaries and subsidiary
undertakings
"TripleArc Options" options granted under (1) the TripleArc Share
Option Scheme; and (2) the option agreements
which are described in paragraphs 11.6 to 11.9
of Part 6 of the AIM Admission Document
"TripleArc Shareholder(s)" holder(s) of Existing TripleArc Shares
"TripleArc Share Option the TripleArc plc Employee Share Option Scheme
Scheme"
"TripleArc Shares" ordinary shares of 5p each in TripleArc
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"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 States" the United States of America, its territories
and possessions, any state of the United States
of America and the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
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