RNS No 4513w
CREST PACKAGING PLC
2nd December 1998
PART 2
APPENDIX I
Conditions and further terms of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and
not, where permitted, withdrawn) by 3.00 pm on the
first closing date of the Offer (or such later
time(s) and/or date(s) as Angley Holdings may,
subject to the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lower
percentage as Angley Holdings may decide) in nominal
value of the Crest Packaging Shares to which the
Offer relates provided that this condition will not
be satisfied unless Angley Holdings shall have
acquired, or agreed to acquire, whether pursuant to
the Offer or otherwise, Crest Packaging Shares
carrying more than 50 per cent. of the voting rights
then exercisable at a general meeting of Crest
Packaging (including for this purpose, to the extent
(if any) required by the Panel, any voting rights
attaching to any Crest Packaging Shares which are
unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to
acceptances pursuant to the exercise of any
outstanding conversion or subscription rights or
otherwise). For the purposes of this condition:
(i) shares which have been unconditionally allotted
shall be deemed to carry the voting rights
which they will carry upon issue; and
(ii)the expression "Crest Packaging Shares to which
the Offer relates" shall be construed in
accordance with sections 428 to 430F of the
Act;
(b) Notification being received from the Board of Inland
Revenue that they are satisfied that no notice under
section 703(3) of the Income and Corporation Taxes
Act 1988 ought to be given in respect of the
exchange of Loan Notes for Crest Packaging Shares under the Offer;
(c) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or
investigative body, court, trade agency,
professional association or institution or any other
similar person or body in any relevant jurisdiction
(each a "Third Party") having decided to take,
institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or
reference or having made, proposed or enacted any
statute, regulation, order or decision or having
done anything which would or is reasonably likely
to:
(i) make the Offer or its implementation, or the
acquisition or the proposed acquisition by
Angley Holdings of any shares in, or control
of, Crest Packaging, void, illegal or
unenforceable in any jurisdiction, or otherwise
directly or indirectly restrain, prohibit or
restrict the same or impose additional
conditions or financial or other obligations
with respect thereto, or otherwise challenge or
interfere therewith which in any case is/are
material in the context of the Offer;
(ii)require or prevent the divestiture by Angley
Holdings of any Crest Packaging Shares;
(iii)require or prevent the divestiture by
Angley Holdings or by any member of the Crest
Packaging Group of all or a material portion of
their respective businesses, assets or property
or (to an extent which is material in the
context of the Offer or the Crest Packaging
Group taken as a whole) impose any limit on the
ability of any of them to conduct their
respective businesses (or any of them) or own
their respective assets or properties or any
part thereof;
(iv)impose any delay or limitation on the ability
of Angley Holdings to acquire or to hold or to
exercise effectively any rights of ownership of
Crest Packaging Shares or securities
convertible into Crest Packaging Shares or to
exercise management control over any member of
the Crest Packaging Group or on the ability of
Angley Holdings or any member of the Crest
Packaging Group to hold or exercise effectively
all or any rights of ownership of shares in any
member of the Crest Packaging Group or to
exercise management control over any member of
the Crest Packaging Group which in any case is
material in the context of the Crest Packaging
Group taken as a whole;
(v) require Angley Holdings and/or any member of
the Crest Packaging Group to offer to acquire
or repay any shares in and/or indebtedness of
any member of the Crest Packaging Group owned
by any person to an extent material in the
context of the Offer and the Crest Packaging
Group taken as a whole;
(vi)otherwise adversely affect the business,
assets, prospects or profits of any member of
the Crest Packaging Group to an extent which is
material in the context of the Crest Packaging
Group taken as a whole;
and all applicable waiting periods during which any
Third Party could decide to take, institute,
implement or threaten any such action, proceedings,
suit, investigation, enquiry or reference under the
laws of any relevant jurisdiction, having expired,
lapsed or been terminated;
(d) all necessary filings having been made and all
necessary waiting periods under any applicable
legislation or regulations of any jurisdiction
having expired, lapsed or been terminated and all
statutory or regulatory obligations in any relevant
jurisdiction having been complied with in connection
with the Offer and its implementation or the
proposed acquisition by Angley Holdings of any
shares in, or control of, Crest Packaging and all
authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences,
certificates, permissions and approvals (together
"Authorisations'') which are material and necessary
in respect of the Offer or the proposed acquisition
by Angley Holdings of any shares in, or control of,
Crest Packaging having been obtained in terms and in
a form satisfactory to Angley Holdings from all
appropriate Third Parties and all such
Authorisations, together with all Authorisations
necessary to carry on the business of any member of
the Crest Packaging Group and which are material in
the context of the Crest Packaging Group taken as a
whole, remaining in full force and effect and there
being no indication of any intention to revoke or
not renew the same and all necessary statutory or
regulatory obligations in any jurisdiction having
been complied with in all material aspects;
(e) save as disclosed in the Offer Document and in the
annual report and accounts of the Crest Packaging
Group for the financial year ended 30 April 1998 or
announced at or before 10.00 a.m. on 1 December 1998
through the London Stock Exchange, or as disclosed
in writing in connection with the Offer to Angley
Holdings or any of its advisers at or before 10.00
am on 1 December 1998 (such information hereafter
being referred to as being "publicly announced",
which expression shall include those matters of
which Angley Holdings is actually aware as at 1
December 1998), there being no provision of any
arrangement, agreement, licence or other instrument
to which any member of the Crest Packaging Group is
a party or by or to which any such member or any of
its respective assets may be bound or be subject and
which, in consequence of the making or
implementation of the Offer or the proposed
acquisition of any shares in, or control of, Crest
Packaging by Angley Holdings, would or is reasonably
likely to result in to an extent which is material
in the context of the Crest Packaging Group taken as
a whole:
(i) any indebtedness, actual or contingent, of any
member of the Crest Packaging Group being or
becoming repayable or capable of being declared
repayable immediately or prior to its stated
maturity or the ability of any such member to
incur any indebtedness being withdrawn or
inhibited;
(ii)the creation of any mortgage, charge or other
security interest over the whole or any part of
the business, property or assets of any member
of the Crest Packaging Group or any such
security (whenever arising or having arisen)
becoming enforceable;
(iii)any such arrangement, agreement, licence
or instrument or the rights, liabilities,
obligations or interests of any member of the
Crest Packaging Group under any such
arrangement, agreement, licence or instrument
(or any arrangement relating to any such right,
liability, obligation, interest or business)
being terminated or modified or adversely
affected or any adverse action being taken or
any onerous obligation arising thereunder;
(iv) any asset or interest of any member of the
Crest Packaging Group being or falling to be
disposed of or charged (otherwise than in the
ordinary course of trading) or any right
arising under which any such asset or interest
could be required to be disposed of or charged;
(v) any member of the Crest Packaging Group ceasing
to be able to carry on business under any name
under which it presently does so;
(vi)Angley Holdings or any member of the Crest
Packaging Group being required to repay any
shares in and/or indebtedness of any member of
the Crest Packaging Group;
(vii)the financial or trading position or
prospects of any member of the Crest Packaging
Group being prejudiced or adversely affected;
(f) save as publicly announced (as defined in paragraph
(e) above) no member of the Crest Packaging Group
having since 30 April 1998:
(i) issued or agreed to issue or authorised the
issue of additional shares of any class, or
securities convertible into, or rights,
warrants or options to subscribe for or
acquire, any such shares or convertible
securities (save for issues to Crest Packaging
or wholly-owned subsidiaries of Crest Packaging
and save for options granted under the Crest
Packaging Share Option Schemes before 1
December 1998 or the issue of any Crest
Packaging Shares allotted upon the exercise of
options granted before 1 December 1998 under
the Crest Packaging Share Option Schemes) or
redeemed, purchased or reduced any part of its
share capital;
(ii)declared, made or paid or proposed to declare,
make or pay any bonus, dividend or other
distribution whether payable in cash or
otherwise other than any distribution by any
wholly-owned subsidiary within the Crest
Packaging Group;
(iii)authorised or proposed any change in its
shares or loan capital in each case which would
be material in the context of the Crest
Packaging Group taken as a whole;
(iv)authorised or proposed or announced its
intention to propose any merger, demerger or
any acquisition or disposal or transfer of
assets or shares (other than in the ordinary
course of business) in each case which would be
material and adverse in the context of the
Crest Packaging Group taken as a whole;
(v) disposed of or transferred (other than in the
ordinary course of business) or mortgaged,
charged or encumbered any asset or any right,
title or interest in any asset or entered into
any agreement, arrangement, contract,
transaction or commitment (other than in the
ordinary course of business and whether in
respect of capital expenditure or otherwise)
which is of a loss making, long term or unusual
or onerous nature or magnitude, or which
involves or is likely to involve an obligation
of such a nature or magnitude in each case
which is material and adverse in the context of
the Offer or the Crest Packaging Group taken as
a whole;
(vi)entered into any agreement, contract,
transaction, arrangement, reconstruction,
amalgamation or commitment (other than in the
ordinary course of trading) which is material
and adverse in the context of the Offer or the
Crest Packaging Group taken as a whole;
(vii)entered into any contract, transaction or
arrangement which would materially restrict the
business of any member of the Crest Packaging
Group;
(viii)(other than in the ordinary course of
trading) incurred or increased any indebtedness
or contingent liability which is material in
the context of the Offer or the Crest Packaging
Group taken as a whole;
(ix)made, or announced any proposal to make, any
change or addition to any retirement, death or
disability benefit of or in respect of any of
its directors, employees, former directors or
former employees which is material in the
context of the Offer or the Crest Packaging
Group taken as a whole;
(x) (other than in the ordinary course of business)
granted any lease or third party rights in
respect of any of the leasehold or freehold
property owned or occupied by it or transferred
or otherwise disposed of any such property
which is material in the context of the Offer
or the Crest Packaging Group taken as a whole;
(xi)save as disclosed in the Offer Document,
entered into or materially varied the terms of
any service agreement with any director of
Crest Packaging;
(xii)taken any corporate action or had any
legal proceedings started or threatened against
it for its winding up, dissolution or
reorganisation or for the appointment of a
receiver, administrator, administrative
receiver, trustee or similar offer of all or
part of its assets or revenues which is
material in the context of the Offer or the
Crest Packaging Group as a whole;
(xiii)waived or compromised any claim, save in
the ordinary course of trading, which is
material in the context of the Offer or the
Crest Packaging Group taken as a whole; or
(xiv)entered into an agreement or legally
binding commitment or passed any resolution
with respect to any of the transactions,
matters or events referred to in this paragraph
(f);
(g) save as publicly announced (as defined in paragraph
(e) above):
(i) there having been no adverse change or
deterioration in the business, financial or
trading position or profits or prospects of the
Crest Packaging Group which is material in the
context of the Crest Packaging Group taken as a
whole;
(ii)there having been no litigation, arbitration
proceedings, prosecution or other legal
proceedings to which any member of the Crest
Packaging Group is or may become party (whether
as plaintiff or defendant or otherwise), which
is material and adverse in the context of the
Crest Packaging Group taken as a whole and no
such proceedings having been threatened against
any member of the Crest Packaging Group which
are material in the context of the Crest
Packaging Group taken as a whole; and
(iii)no contingent or other liability having
arisen which might be reasonably likely to have
a materially adverse effect on the Crest
Packaging Group taken as a whole or which is
material in the context of the Offer;
(h) save as publicly announced (as defined in paragraph
(e) above), Angley Holdings or its advisers not
having discovered or become aware:
(i) that any financial or business information
concerning any member of the Crest Packaging
Group which is contained in the information
publicly disclosed at any time by any member of
the Crest Packaging Group either contains a
material misrepresentation of fact which has
not, prior to 1 December 1998, been corrected
by public announcement or omits to state a fact
necessary to make the information contained
therein not materially misleading; and
(ii)of any information which materially and
adversely affects the import of any such
information;
(i) save as publicly announced (as defined in paragraph
(e) above), Angley Holdings not having discovered or
become aware that:
(i) any past or present member of the Crest
Packaging Group has not complied with all
applicable legislation or regulations of any
jurisdiction with regard to the disposal,
discharge, spillage, leak or emission of any
waste or hazardous substance or any substance
likely to impair the environment or to harm
human health or otherwise relating to
environmental matters (which non-compliance
might give rise to any liability (whether
actual or contingent) on the part of any member
of the Crest Packaging Group which is material
in the context of the Crest Packaging Group
taken as a whole) or that there has otherwise
been any such disposal, discharge, spillage,
leak or emission (whether or not the same
constituted a non-compliance by any person with
any such legislation or regulations and
wherever the same may have taken place) which
in any such case might give rise to any
liability (whether actual or contingent) on the
part of any member of the Crest Packaging Group
which is material in the context of the Crest
Packaging Group taken as a whole;
(ii)there is or is likely to be any material
liability (taken in the context of the Crest
Packaging Group as a whole) (whether actual or
contingent) to make good, repair, reinstate or
clean up any property now or previously owned,
occupied or made use of by any past or present
member of the Crest Packaging Group or any
controlled waters under any environmental
legislation, regulation notice, circular or
order of any relevant authority or otherwise;
(iii)circumstances exist which might lead to
any relevant authority instituting, or whereby
any member of the Crest Packaging Group may be
required to institute, an environmental audit
or take any other steps which in any case might
result in any material actual or contingent
liability (taken in the context of the Crest
Packaging Group as a whole) to improve or
install new plant or equipment or make good,
repair, reinstate or clean up any land or other
assets now or previously owned, occupied or
made use of by any member of the Crest
Packaging Group; or
(iv)circumstances exist whereby a person or class
of persons might have any material claim or
claims (taken in the context or the Crest
Packaging Group as a whole) in respect of any
produce or process of manufacture or materials
used therein now or previously manufactured,
sold or carried out by any past or present
member of the Crest Packaging Group.
Angley Holdings reserves the right to waive all or
any of conditions (b) to (i) inclusive, in whole or
in part.
The Offer will lapse if the proposed acquisition by
Angley Holdings of Crest Packaging is referred to
the Monopolies and Mergers Commission before 3.00 pm
on the first closing date of the Offer or the date
when the Offer becomes or is declared unconditional
as to acceptances, whichever is the later. In such
circumstances, the Offer will thereupon cease to be
capable of further acceptance and Crest Packaging
Shareholders who have accepted the Offer and Angley
Holdings will cease to be bound by acceptances
effected on or before the date on which the Offer so
lapses.
The Offer will lapse unless conditions (b) to (i)
have been fulfilled or satisfied or (if capable of
waiver) waived by midnight on the 21st day after
whichever is the later of (i) the first closing date
of the Offer and (ii) the date on which condition
(a) is or is declared fulfilled (or such later date
as Angley Holdings may, with the consent of the
Panel, decide). References to the Offer lapsing mean
that the Offer will thereupon cease to be capable of
further acceptance and Crest Packaging Shareholders
who have accepted the Offer and Angley Holdings will
cease to be bound by acceptances effected on or
before the date on which the Offer so lapses.
Angley Holdings reserves the right to make such
changes to the above conditions as may be
appropriate in the event that the conditions of the
Offer are required to be amended to comply with Rule
9 of the City Code, or as are necessary to implement
any increased or improved Offer.
APPENDIX II
Definitions
The following definitions apply throughout this press
announcement, unless the context otherwise requires:
"Act" the Companies Act 1985 (as amended)
"Angley Holdings" Angley Holdings PLC, a company
recently incorporated and which is
making the Offer
"business day" a day on which the London Stock
Exchange is open for the transaction
of business
"City Code" The City Code on Takeovers and Mergers
"Crest Packaging" Crest Packaging plc
or "Company"
"Crest Packaging Crest Packaging and its
Group" or "Group" subsidiary undertakings (and
"member of the Crest Packaging Group"
shall be construed accordingly)
"Crest Packaging holders of Crest Packaging Shares
Shareholders"
"Crest Packaging the Crest Packaging plc Employee
Share Option Share Option Scheme and the Crest Packaging plc Executive
Scheme" Share Option Scheme
"Crest Packaging the existing unconditionally
Shares" allotted or issued and fully paid
ordinary shares of 5p each in Crest
Packaging and any further such shares
which are unconditionally allotted or
issued before the date on which the
Offer closes (or such earlier date as
Angley Holdings may, subject to the
City Code, decide)
"Directors" the Independent Directors and the
or "Board" Executive Directors of Crest Packaging
"Discretionary the R A J Webb Discretionary
Trust" Settlement established by a settlement
dated 30 April 1985 between Rodney
Anson John Webb ("the Original
Settlor") and Rodney A J Webb and
Angela Delys Webb ("the Original
Trustees")
"Enlarged Group" Angley Holdings and its subsidiary
undertakings following the acquisition
of Crest Packaging by Angley Holdings
"Ernst & Young" Ernst & Young, financial adviser to
Angley Holdings
"Executive Rodney A J Webb, Roy J Cook and E
Directors" Michael Kenny, being those Directors
who are not independent in relation to
the Offer
"Form of the form of acceptance and
Acceptance" authority to be issued in connection
with the Offer accompanying the Offer
Document
"Independent Ian N Tegner and Ian Stewart,
Directors" being those Directors who are
independent in relation to the Offer
"Life Interest the R A J Webb Life Interest
Trust" Settlement established by a settlement
dated 29 April 1985 between Rodney A J
Webb ("the Original Settlor") and
Rodney A J Webb and Angela Delys Webb
("the Original Trustees")
"Loan Note the loan note alternative
Alternative" contained in the Offer Document
whereby Crest Packaging Shareholders
(other than certain overseas
shareholders) validly accepting the
Offer may elect to receive Loan Notes,
guaranteed as to principal only,
instead of all or part of the cash
consideration to which they would
otherwise be entitled under the Offer
"Loan Note the instrument constituting the
Instrument" Loan Notes
"Loan Notes" the fixed rate unsecured loan notes of
#1 each of Angley Holdings, guaranteed
as to principal only, to be issued
under the Loan Note Alternative
"London Stock London Stock Exchange Limited
Exchange"
"Macash Limited" a company incorporated in Jersey,
wholly owned by the trustees of the
Discretionary Trust
"Noteholder" a person whose name is registered in
the register of Noteholders, pursuant
to the Loan Note Instrument, as a
holder of Loan Notes to be issued
under the Loan Note Alternative
"Offer" the offer by Ernst & Young on behalf
of Angley Holdings to acquire the
Crest Packaging Shares on the terms
and subject to the conditions
described in this document and the
Form of Acceptance
"Offer Document" the document to be sent to crest
Packaging Shareholders which will
contain the Offer
"Offer Price" 41p in cash per Crest Packaging Share
"Panel" The Panel on Takeovers and Mergers
"UK" or United Kingdom of Great Britain and
"United Kingdom" Northern Ireland
"WestLB Panmure" WestLB Panmure Limited, financial
adviser to Crest Packaging
END
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