RNS Number:0080X
CNG Travel Group plc
22 May 2007
For Immediate Release
22 May 2007
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States or any other jurisdiction
where it would be unlawful to do so.
RECOMMENDED CASH OFFER
by
Corporate Travel Holdings, Inc.
for
CNG Travel Group plc
Summary
The board of directors of CTH and the Independent Directors of CNG (comprising
Luke Mooney, Ralph Manaker and Zara Stassin) are pleased to announce that they
have reached agreement on the terms of a recommended cash offer, to be made by
CTH, for the entire issued and to be issued ordinary share capital of CNG.
The Offer will be subject to the conditions and certain further terms set out in
Appendix I to this Announcement and to be set out in the Offer Document.
Under the terms of the Offer, each CNG Shareholder will be entitled to receive:
14.5p in cash per CNG Share
The Offer values the entire issued and to be issued ordinary share capital of
CNG at approximately STG#9.15 million.
The Offer represents:
* a premium of approximately 81 per cent. over 8p, being the
Closing Price of a CNG Share on 18 May 2007, the last Business Day prior to
the commencement of the Offer Period; and
* a premium of approximately 65 per cent. over 8.8p, being the
average Closing Price of a CNG Share in the six months prior to the
commencement of the Offer Period.
The Independent Directors, who have been so advised by IBI Corporate Finance,
consider the terms of the Offer to be fair and reasonable. In providing its
advice to the Independent Directors, IBI Corporate Finance has taken into
account the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors intend to recommend that all CNG
Shareholders accept the Offer, as they intend to do in respect of their own
beneficial holdings of CNG Shares (representing, in aggregate, approximately
2.75 per cent. of the issued and to be issued ordinary share capital of CNG).
P.J. King, Barry Liben, leading the investment for CTH, said:
"We are pleased to provide CNG Shareholders with this opportunity to receive a
substantial premium for their shares in the Company. Many CNG Shareholders have
suggested to us that the Company should pursue its strategy of expansion in the
US market as a private entity. We support that conclusion and through this
transaction look forward to providing value to our shareholders and long term
clarity, commitment and stability for our clients, our staff and our affiliates.
The management team are dedicated to our business model and will be substantial
investors in the private vehicle, with the largest single shareholder being Mr.
Liben."
Commenting, on behalf of the Independent Directors, Luke Mooney, the Chairman of
CNG, said:
"After careful consideration, the Independent Directors are pleased to have
reached a position where an offer is to be made to CNG Shareholders, which we
will recommend for acceptance. The offer is at a level which provides CNG
Shareholders with an opportunity to realise their investment for cash at a fair
price."
This summary should be read in conjunction with the full text of the attached
Announcement.
Enquiries:
CTH
P.J. King Telephone: +1 212 999 5506
Mobile: +1 646 645 1727
Barry Liben Telephone: +1 212 944 2121
CNG
Heneghan PR Telephone: + 353 1 660 7395
IBI Corporate Finance Telephone: +353 1 6377800
Tom Godfrey
Brian Farrell
BGL, a U.S. Investment Bank and member, NASD, is acting for CTH and no one else
in connection with the Offer and will not be responsible to anyone other than
CTH for providing the protections afforded to clients of BGL or for providing
advice in relation to the Offer, the contents of this Announcement or any
transaction or arrangement referred to herein.
IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator) is acting exclusively
for CNG and no one else in connection with the Offer and will not be responsible
to anyone other than CNG for providing the protections afforded to clients of
IBI Corporate Finance or for providing advice in relation to the Offer, the
contents of this Announcement or any transaction or arrangement referred to
herein.
The availability of the Offer to persons outside Ireland may be affected by the
laws of the relevant jurisdiction. Such persons should inform themselves about
and observe any applicable requirements. Unless otherwise determined by CTH, the
Offer will not be made, directly or indirectly, in, into or from or by use of
the mails of or by any means or instrumentality (including, without limitation,
telephonically or electronically) of inter-state or foreign commerce of or any
facilities of a national securities exchange of Australia, Canada, Japan, the
United States or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of this Announcement and any related offering documents are
not being, and must not be, mailed or otherwise distributed or sent in, into or
from Australia, Canada, Japan, the United States or any other jurisdiction where
it would be unlawful to do so, and doing so may invalidate any purported
acceptance of the Offer. This Announcement has been prepared solely for the
purpose of complying with Irish law and the Takeover Rules and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of any jurisdiction
outside Ireland.
The full text of the conditions to the Offer and reference to certain further
terms of the Offer are set out in Appendix I and form part of this Announcement.
The CTH Responsible Persons (solely in their capacity as such) accept
responsibility for the information contained in this Announcement, other than
that relating to CNG (save for information relating to their respective
shareholdings in CNG set out in Section 14), the CNG Group, the directors of CNG
and members of their immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of the CTH Responsible
Persons (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of CNG accept responsibility for the information contained in this
Announcement relating to CNG (other than information relating to the
shareholdings of the CTH Responsible Persons in CNG as set out in Section 14),
the CNG Group, the directors of CNG (solely in their capacity as such) and
members of their immediate families, related trusts and persons connected with
them, except for the recommendation and the related opinions of the Independent
Directors. The Independent Directors accept responsibility for the
recommendation and the related opinions of the Independent Directors contained
in this Announcement. To the best of the knowledge and belief of the directors
of CNG and the Independent Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which they respectively accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This Announcement does not constitute an offer to purchase, or an invitation to
subscribe for, any securities.
Any person who is the holder of 1 per cent. or more of any class of shares in
CNG or CTH may be required to make disclosures pursuant to Rule 8.3 of the
Takeover Rules with effect from the date of this Announcement.
22 May 2007
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States or any other jurisdiction
where it would be unlawful to do so
Recommended Cash Offer
by
Corporate Travel Holdings Inc
for
CNG Travel Group plc
1 Introduction
The board of directors of CTH and the Independent Directors are pleased to
announce that they have reached agreement on the terms of a recommended cash
offer, to be made by CTH, for the entire issued and to be issued ordinary share
capital of CNG. CTH is a corporation incorporated under the laws of Delaware.
2 Recommendation
The Independent Directors who have been so advised by IBI Corporate Finance,
consider the terms of the Offer to be fair and reasonable. In providing its
advice, IBI Corporate Finance has taken into account the commercial assessments
of the Independent Directors. Accordingly, the Independent Directors intend to
recommend that all CNG Shareholders accept the Offer as they intend to do in
respect of their own beneficial holdings (representing, in aggregate,
approximately 2.75 per cent of the issued and to be issued ordinary share
capital of CNG).
3 The Offer
CTH will offer to acquire the entire issued and to be issued ordinary share
capital of CNG subject to the conditions and certain other terms set out in
Appendix I to this Announcement and to be set out in the Offer Document, on the
following basis:
For each CNG Share : 14.5p in cash
The Offer values the entire issued and to be issued ordinary share capital of
CNG at approximately STG#9.15million and represents:
* a premium of approximately 81 per cent. over 8p, being the
Closing Price of a CNG Share on 18 May 2007, the last Business Day prior to
the commencement of the Offer Period; and
* a premium of approximately 65 per cent. over 8.8p, being the
average Closing Price of a CNG Share in the six months prior to the
commencement of the Offer Period.
The Offer will extend to all CNG Shares unconditionally allotted or issued on
the date of the Offer together with any further such CNG Shares which are
unconditionally allotted or issued (including pursuant to the exercise of
Options issued under the Share Option Plan and the automatic conversion of the
Deferred Shares) while the Offer remains open for acceptance or until such
earlier date as, subject to the Takeover Rules, CTH may decide.
The CNG Shares are to be acquired fully paid and free from all liens, charges
and encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights
attaching thereto including the right to receive all dividends and other
distributions (if any) declared, made or paid thereafter.
4 UNDERTAKING TO ACCEPT A HIGHER OFFER
CNG has entered into an undertaking with the Undertaking Shareholders, whereby,
in circumstances where a Third Party Offer is made which is recommended by the
Independent Directors and pursuant to which CNG Shareholders are entitled to
receive at least 16.5p for each CNG Share held by them (a "Competing Offer") and
an announcement pursuant to Rule 2.5 of the Takeover Rules, setting out the
terms and conditions of the Competing Offer (the "Competing Offer
Announcement"), is made in the period between the date of this Announcement and
the date on which the Offer becomes unconditional as to acceptances or is
withdrawn, whichever is the sooner, and CTH does not increase the price payable
pursuant to the Offer to a level above the price per CNG Share offered pursuant
to the Competing Offer within 14 days of the Competing Offer Announcement, each
of the Undertaking Shareholders has irrevocably and unconditionally agreed with
CNG to accept (and procure that its nominees will accept) the Competing Offer in
respect of all CNG Shares held by each of them respectively. Provided that if
the Competing Offer is subsequently increased to a price greater than that
offered (including any further offer) by CTH, the Undertaking Shareholders will
irrevocably and unconditionally agree with CNG to accept any such higher offer
or offers.
In aggregate, the Undertaking Shareholders own or control 24,981,783 CNG Shares
(representing approximately 40 per cent of the issued and to be issued share
capital of CNG).
5 Background to and reasons for recommendation of the Offer
CNG was admitted to trading on AIM in May 2004. The Company comprised Tzell and
the Travel Lodging Connector business ("TLC"), a proprietary desk-top software
platform for the distribution of hotel room stock. CNG aimed to lever its
infrastructure and business model to exploit on-line opportunities in the US
market. Post flotation, the on-line business offering was further expanded by
the development of PlacesToStay ("B2C"), a business-to-consumer internet travel
brand. Expansion of the TLC model amongst agents was seen as a key element of
the profit generation story, along with development through geographic expansion
and greater market penetration.
Despite considerable investment, TLC and B2C failed to deliver profitable growth
for CNG. Following a period of sustained losses, the decision was taken to
refocus the Company. CNG restructured the business in 2006, closing TLC and
selling B2C to Fexco. The net result was a refocus on Tzell as the sole
operating business.
CNG acquired Tzell to act as the platform for expansion into the US travel
sector. The business operates in a competitive market which has seen
considerable consolidation in recent years as participants seek to benefit from
larger scale efficiencies. Tzell has been unable to participate in this
consolidation due to group financial constraints prior to the re-financing in
July 2006 in conjunction with a scarcity of suitable targets. Despite consistent
growth in annual travel value since it was acquired by CNG in 2003, Tzell's
annual operating profit levels have remained broadly unchanged.
The failure of TLC and B2C has burdened CNG with considerable debt in addition
to the residual liabilities of these businesses. Management actively sought
solutions to alleviate the financial constraints on the Company and the business
was successfully refinanced by Merrill Lynch in July 2006.
As restructured, CNG was a fundamentally different business proposition to that
which shareholders invested in at flotation and the Board believe this
contributed to the lack of support for the Company's share price. The market
capitalisation of the Company, which was approximately STG#64.7 million at
flotation, had fallen to approximately STG#5.7 million prior the date of the
initial approach by the Consortium to the Board regarding a possible offer for
CNG in February 2007. As a business based on a single operating unit (Tzell),
the Board does not now consider the Company to be of sufficient scale or hold
prospects of growth at a pace acceptable to justify a public listing.
The Board believes there is no institutional support for the Company and that
CNG is now at a scale below which many institutions will consider investing.
This is compounded by the low traded volumes, with such restricted liquidity
limiting shareholders' opportunity to realise their investment at a fair price.
On 19 February 2007, the Company received an approach from the Consortium led by
P.J. King and Barry Liben, the chief executive of CNG and president of Tzell
respectively, regarding a potential management buyout at 13.4 pence per CNG
Share.
Arising from that approach, a committee of Directors of CNG, comprising Luke
Mooney, Ralph Manaker and Zara Stassin, being the Independent Directors, was
formed to deal with all matters relating to the possible offer. IBI Corporate
Finance was appointed to advise the Independent Directors in relation to the
possible offer. The executive directors of the Company (namely P.J. King and
Willie Lynch) together with certain non-executive directors (Seamus Ross Jnr and
Michael Smurfit Jnr) were conflicted from considering the possible offer because
of their involvement in the buyout.
Since the initial approach, the Independent Directors have sought to achieve the
best possible outcome for CNG Shareholders. On 28 March 2007, following a period
of negotiation, the Company received a revised proposal at 14.5 pence per CNG
Share, an increase of approximately 8 per cent. on the initial proposal. In
addition to the increased offer (and at the insistence of the Independent
Directors) the members of CTH who own or control any CNG Shares, have
irrevocably and unconditionally agreed with CNG to accept any Competing Offer of
at least 16.5 pence per CNG Share (in the event that CTH does not increase its
Offer to a level above that of the Competing Offer) in respect of all CNG Shares
held by each of them (representing, in aggregate, approximately 40 per cent. of
the issued and to be issued share capital of the Company). Further details of
this undertaking are set out in paragraph 4 above.
The Independent Directors, who have been advised by IBI Corporate Finance, have
taken into account a number of factors in making their recommendation,
including:
* The opportunity for CNG Shareholders to realise their investment for
cash at a significant premium to the price at which CNG Shares have traded
prior to this Announcement;
* The change in business profile and strategy from that presented to
investors at flotation driven by a structural change in the distribution
of room stock by premium hotel chains;
* The lack of scale appropriate for a public company;
* The illiquid nature of the stock and its impact on shareholders' ability to realise their investment;
* The receipt, on the insistence of the Independent Directors, of an undertaking to accept a higher offer (as
set out in paragraph 4);
* The Company's inability to source suitable acquisition growth targets to develop CNG;
* Over the last 2 years, the board has explored options to realise value for all CNG Shareholders.
Approaches were received from five separate parties and varying degrees of due diligence undertaken.
Ultimately, however, no offer was forthcoming;
* The Offer represents:
- a premium of approximately 81 per cent. to the Closing Price on 18 May 2007,
the latest Business Day prior to the commencement of the Offer Period;
- a premium of approximately 65 per cent. to the average Closing Price of 8.8p over the
six months preceding the commencement of the Offer Period; and
* The potential for the share price to continue to languish if no offer is made.
The Independent Directors have concluded that due to a lack of attractive alternative options, the Offer
represents an opportunity for shareholders to realise their investment at a significant premium to the prevailing
share price and, having been so advised by IBI Corporate Finance, consider that the terms of the Offer are
fair and reasonable and should therefore be put before shareholders. In providing their advice to the Independent
Directors, IBI Corporate Finance has taken into account the commercial assessments of the Independent Directors.
6 Irrevocable undertakings
Irrevocable Undertakings to accept the Offer have been received from the following:
(a) the CNG Directors in respect of, in aggregate, 23,130,825 Ordinary Shares and 1,960,000 Deferred Shares
representing, in aggregate, 39.8 per cent of the issued and to be issued share capital as follows:
(i) Luke Mooney, Chairman, in respect of 167,241 Ordinary Shares and 800,000 Deferred Shares;
(ii) Seamus Ross Jr, Non Executive Director, in respect of 18,840,258 Ordinary Shares;
(iii) Michael Smurfit Jr, Non-Executive Director, in respect of 2,908,984 Ordinary Shares;
(iv) PJ King, Executive Director, in respect of 627,644 Ordinary Shares and 960,000 Deferred Shares;
(v) Willie Lynch , Executive Director, in respect of 18,058 Ordinary Shares;
(vi) Zara Stassin, Non Executive Director, in respect of 568,640 Ordinary Shares and 200,000 Deferred Shares.
The undertakings set out above at (a)(i) and (vi) cease to have effect in circumstances where:
* the Offer is withdrawn or lapses; or
* after the date of posting of the Offer Document a third party, in accordance with the
Takeover Rules, announces a firm intention to make an offer for all the ordinary share capital
in CNG (not already owned by such third party) which is not subject to any pre-conditions and
which is at an offer price per Ordinary Share which is more than 10 per cent above the Offer
Price.
(b) Certain other members of the Consortium have also provided irrevocable undertakings to accept
the Offer in respect of, in aggregate 1,794,000 Ordinary Shares (representing 2.8 per cent of
the issued and to be issued share capital):
(i) Barry Liben, a manager of Tzell, in respect of 1,000,000 Ordinary Shares;
(ii)Jerald Behrens, a manager of Tzell, in respect of 200,000 Ordinary Shares;
(iii) Paul Hoffmann, a former employee of Tzell in respect of 344,080 Ordinary Shares; and
(iv) David Buda, a manager of Tzell, in respect of 250,000 Ordinary Shares.
The total number of Ordinary Shares and Deferred Shares in respect of which Irrevocable
Undertakings have been provided is therefore 26,884,825 representing, in aggregate, 42.6 per
cent. of the issued and to be issued share capital of CNG.
7 Information on CNG
CNG supplies travel management solutions to leading organisations and individuals worldwide. Following
the completion of the restructuring of the Company, CNG is now focussed on its primary operating
subsidiary, Tzell.
CNG today reported its results for the year ended 31 December 2006:
* CNG Group turnover decreased by US$8.4 million to US$46.4 million.
* Turnover from continuing operations increased 10.9 per cent. to US$46.4 million
(2005: US$43.5 million).
* Operating profit of US$4.1 million was achieved against a loss for the
prior year of US$8.4 million. Operating profit from continuing operations for
the year was US$4.5 million (2005: US$2.8 million, net of directors' loss
of office charge of US$1.0 million).
* CNG incurred US$0.7 million of costs relating to the refinancing arrangements
with Merrill Lynch Capital. These costs were written off to interest payable and
similar charges.
* CNG made a loss on ordinary activities after taxation of US$0.1 million (2005: US$24.2 million).
8 Information on CTH
CTH is a corporation incorporated under the laws of Delaware. CTH has not traded
since the date of its incorporation, nor has it entered into any obligations
other than in connection with the Offer.
The entire issued share capital of CTH is owned by the members of the
Consortium
BGL is acting as financial adviser to CTH.
9 Financing
The Offer will be financed by debt facilities to be made available by
Merrill Lynch and the subscription monies subscribed by each member of the
Consortium (other than CTH) in respect of their shareholding in CTH. Following
completion of the Offer, Praesidian Capital Investors L.P. will purchase a
note to be issued by Tzell, with the proceeds from the sale of such note
being used to refinance the existing debt of the CNG Group. Further
information on the structure of CTH and the financing of the consideration
payable under the Offer will be set out in the Offer Document.
BGL has satisfied itself that resources are available to CTH sufficient to
satisfy full acceptance of the Offer.
10 Intentions regarding target and employees of target
(a) Intentions regarding the future business of CNG
The directors of CTH intend to continue the business development of CNG in a manner broadly
consistent with the strategy it historically articulated to the market. CTH will seek to grow
the business through a combination of organic growth and possible strategic acquisitions, the
timing of which will be opportunistic. CTH will reduce costs by de-listing CNG from AIM and by
simplifying the international corporate structure that currently exists within the CNG Group.
Ultimately, CTH hopes to achieve a corporate structure that eliminates the non-trading Irish
corporations entirely.
(b) Strategic Plans for CNG and their likely repercussions on employment and the
location of CNG's place of business
The strategic plans are set out in (a) above. The directors of CTH do not believe that the plans will
require employees currently employed by the CNG Group to move to a different location at which the
business of the CNG Group is carried on.
(c) Intentions regarding any redeployment of the fixed assets of CNG
The directors of CTH do not intend to redeploy the existing fixed assets of CNG following completion
of the Offer.
(d) Long-term commercial justification for the Offer
The directors of CTH believe that de-listing CNG from AIM and the simplification of the international
corporate structure that currently exists within the CNG Group will reduce costs of CNG and will offer
the opportunity for the improved performance of CNG and its business. Following estructuring,
CNG is a very different company from that which was floated on AIM in May 2004. Consequently CTH
believes that CNG's development is best suited to a private company environment free from the
obligations of costs of maintaining its listing on AIM.
(e) Intentions with regard to the safeguarding of the employment of the employees and management of CNG,
including any material change to the conditions of employment
The directors of CTH have given assurances to the Independent Directors that the existing employment
rights, including pension rights, of the employees and management of the CNG Group will be
fully safeguarded and that there will be no material change to the conditions of employment of such
employees or management following completion of the Offer, other than certain agreed amendments to
the contracts of those members of the Consortium who are also employees of CNG. Upon completion of the
Offer, each of Luke Mooney, Zara Stassin, Ralph Manaker and Michael Smurfit Jnr will resign from the
Board.
11 Share option Plan
It is intended that the Offer will extend to any CNG Shares unconditionally allotted or issued pursuant
to the exercise of Options. Appropriate proposals will be made by CTH to Option Holders in accordance with
the Takeover Rules but Option Holders should note that, in all cases, the exercise price of such Options is
significantly above the Offer Price.
12 Deferred shares
It is intended that the Offer will extend to any CNG Ordinary Shares unconditionally allotted or issued
pursuant to the conversion of the Deferred Shares into Ordinary Shares in accordance with the articles of
association of the Company. Appropriate proposals will also be made by CTH to the holders of such Deferred
Shares.
13 Offer Document
The Offer Document, containing the full terms and conditions of the Offer, will be posted as soon as
practicable to CNG Shareholders and, for information only, to Option Holders and the holders of Deferred
Shares and, in any event, within 28 days of the date of this Announcement.
14 Disclosure of Interests in CNG
As at the close on business on 21 May 2007 being the last Business Day prior to the date of this Announcement,
the following persons acting in concert with CTH owned or controlled the following shares in the capital of CNG:
Holder Ordinary Shares Deferred Shares Options
Seamus Ross, Jr 18,840,258
P.J. King 627,644 960,000 824,112
Willie Lynch 18,058 50,000
Jerald Behrens 200,000 100,000
David Buda 250,000 100,000
Barry Liben 1,000,000 100,000
As at the close of business on 21 May 2007, being the last Business Day prior to
the date of this Announcement, and save as described above, neither CTH nor any
of the directors of CTH nor, so far as the directors of CTH are aware, any other
person acting in concert with CTH for the purposes of the Offer, owned,
controlled or held any Ordinary Shares or any securities convertible or
exchangeable into Ordinary Shares or rights to subscribe for or purchase or
options (including traded options) in respect of, or derivatives referenced to,
any such shares.
Neither CTH, nor any person acting in concert with CTH, has entered into any
arrangements in relation to CNG Shares or any securities convertible or
exchangeable into CNG shares or options (including traded options) in respect
of, or derivatives referenced to, CNG. For these purposes "arrangement" includes
any indemnity or option arrangement, or agreement or understanding, formal or
informal of whatever nature, relating to relevant securities which is, or may
be, an inducement to deal or refrain from dealing in such securities.
15 Non-solicit and expenses reimbursement agreement
CNG has entered into a Non-Solicit and Expenses Reimbursement Agreement with
CTH, the terms of which have been approved by the Takeover Panel, whereby:
* CNG has agreed that up to and including the date on which the Offer
becomes unconditional in all respects, lapses or is withdrawn, it will not,
without the consent of CTH, directly solicit or initiate any approach with
or otherwise make any initial approach to any person with a view to a
possible third party offer or scheme of arrangement. CNG is, however, not
restricted from dealing with an approach initiated by a person other than
CTH or continuing to deal with any such approach initiated prior to the date
of this Announcement;
* CNG has agreed to pay a sum equal to all specific and verifiable
third party advisor expenses incurred in connection with the Offer (save
for any value added tax ("VAT") paid by CTH in circumstances where such
VAT would be recoverable by CTH) up to one per cent of the value of the
Offer, which is equivalent to STG#91,000 at the Offer Price, in the
event that:
* CTH makes the Offer which is recommended for acceptance by the
Independent Directors and the Independent Directors subsequently
withdraw or adversely modify their recommendation (other than by
reason of the failure by CTH or its representatives to comply with
its or their obligations under the Takeover Rules) and thereafter
the Offer lapses or is withdrawn; or
* if following the making of this Announcement and following a
Third Party Offer which is recommended for acceptance by the
Independent Directors being made pursuant to the Takeover Rules,
the Offer is not made (with the consent of the Takeover Panel)
or having been made, lapses or is withdrawn;
IBI Corporate Finance, the independent financial adviser to the Independent Directors, has confirmed in writing
to the TakeoverPanel that in the opinion of the Independent Directors and IBI Corporate Finance, in the context of
the Offer, the Non-Solicitation and Expenses Reimbursement Agreement is in the best interest of CNG Shareholders.
16 Settlement, De-listing and Re-registration
The consideration due to CNG Shareholders pursuant to their
acceptance of the Offer will, in respect of those CNG Shareholders
who validly accept the Offer up to the time the Offer becomes or is
declared unconditional in all respects, be despatched to them not
later than 14 days after the date the Offer becomes or is declared
unconditional in all respects, and in respect of those CNG
Shareholders who validly accept the Offer thereafter, be despatched
to them within 14 days of receipt of their acceptance of the Offer.
If the Offer becomes or is declared unconditional in all respects
and sufficient acceptances have been received, CTH intends to apply
the provisions of Section 204 of the Companies Act 1963 to acquire
compulsorily any outstanding CNG Shares not acquired or agreed to be
acquired pursuant to the Offer or otherwise.
If the Offer becomes or is declared unconditional in all respects,
CTH intends to procure the making of an application by CNG for
cancellation of the admission to trading of CNG Shares on AIM and to
propose a resolution to re-register CNG as a private company under
the relevant provisions of the Companies (Amendment) Act 1983 of
Ireland. It is anticipated that such cancellation will take effect
no earlier than 20 Business Days after the date on which the Offer
becomes or is declared unconditional in all respects.
17 General
This Announcement is made pursuant to Rule 2.5 of the Takeover Rules.
This Announcement does not constitute an offer to purchase or an
invitation to subscribe for any securities.
BGL, a U.S. Investment Bank and member, NASD, is acting for CTH and for
no one else in connection with the Offer and will not be responsible to
anyone other than CTH for providing the protections afforded to clients
of BGL nor for providing advice in relation to the Offer, the contents
of this announcement or any transaction or arrangement referred to
herein.
IBI Corporate Finance, a subsidiary of The Governor and Company of the
Bank of Ireland (which is regulated by the Financial Regulator) is
acting for CNG and for no one else in connection with the Offer and will
not be responsible to anyone other than CNG for providing the
protections afforded to clients of IBI Corporate Finance or for
providing advice in relation to the Offer, the contents of this
Announcement or any transaction or arrangement referred to herein.
The availability of the Offer to persons outside Ireland may be affected
by the laws of the relevant jurisdiction. Such persons should inform
themselves about and observe any applicable requirements. Unless
otherwise determined by CTH, the Offer will not be made, directly or
indirectly, in or into or from or by use of the mails of or by any means
or instrumentality (including, without limitation, telephonically or
electronically) of inter-state or foreign commerce of or any facilities
of a national securities exchange of Australia, Canada, Japan, the
United States or any other jurisdiction where it would be unlawful to do
so. Accordingly, copies of this Announcement and any related offering
documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada, Japan, the
United States or any other jurisdiction where it would be unlawful to do
so, and doing so may invalidate any purported acceptance of the Offer.
The full text of the conditions and reference to certain further terms
of the Offer are set out in Appendix I and form part of this
Announcement.
Any person who is the holder of 1 per cent. or more of any class of
shares in CNG or CTH may be required to make disclosures pursuant to
Rule 8.3 of the Takeover Rules.
The CTH Responsible Persons (solely in their capacity as such) accept
responsibility for the information contained in this Announcement, other
than that relating to CNG (save for information relating to their
respective shareholdings in CNG set out in Section 14 above), the CNG
Group, the directors of CNG and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of each of the CTH Responsible Persons (who have
taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of CNG accept responsibility for the information contained
in this Announcement relating to CNG (other than information relating to
the shareholdings of the CTH Responsible Persons in CNG as set out in
Section 14 above), the CNG Group, the directors of CNG (solely in their
capacity as such) and members of their immediate families, related
trusts and persons connected with them, except for the recommendation
and the related opinions of the Independent Directors. The Independent
Directors accept responsibility for the recommendation and the related
opinions of the Independent Directors contained in this Announcement. To
the best of the knowledge and belief of the directors of CNG and the
Independent Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for
which they respectively accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
APPENDIX I
Conditions to and certain further terms of the Offer
The Offer to be made by CTH will comply with the Takeover Rules and the AIM
Rules and will be subject to the terms and conditions set out below and to be
set out in the Offer Document (including the form of acceptance). The Offer and
any acceptances thereunder will be governed by Irish law and be subject to the
exclusive jurisdiction of the courts of Ireland which exclusivity shall not
limit the right to seek provisional or protective relief in the courts of
another State, during or after any substantive proceedings have been instituted
in Ireland, nor shall it limit the right to bring enforcement proceedings in
another State on foot of an Irish judgement.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3 p.m. on the initial closing date (or such later
time(s) and/or date(s) as CTH may, subject to the Takeover Rules, decide) in
respect of not less than 80 per cent. (or such lower percentage as CTH may
decide with the consent of the Independent Directors) in nominal value of the
CNG Shares Affected, provided that this condition shall not be satisfied unless
CTH shall have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) CNG Shares carrying in aggregate more than 50 per cent. of the voting
rights then exercisable at a general meeting of CNG.
For the purposes of this condition and conditions (b), (d) and (e):
(i) any CNG Shares which have been unconditionally allotted shall
be deemed to carry the voting rights they will carry upon their being entered in
the register of members of CNG; and
(ii) the expression "CNG Shares Affected" shall mean:
A. CNG Shares which have been issued or unconditionally allotted on or before
the date the Offer is made but excluding any shares in the share capital of CNG
which have been cancelled after the date the Offer is made; and
B. CNG Shares which have been issued or unconditionally allotted after that date
but before the time at which the Offer closes, or such earlier date as CTH may,
subject to the Takeover Rules, decide (not being earlier than the date on which
the Offer becomes unconditional as to acceptances or, if later, the initial
closing date) but excluding any CNG Shares which, on the date the Offer is made,
are held in the beneficial ownership of CTH within the meaning of section 204 of
the Companies Act 1963 (and any CNG Shares which would be issued on conversion
into CNG Shares of all shares issued by the Company on or before the date the Offer
is made in accordance with the articles of association of the Company), but excluding
any shares in the share capital of CNG which have been cancelled after the date the Offer is made;
(b) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, including any
national anti-trust or merger control authorities, court, tribunal,
environmental body, any analogous body whatsoever or tribunal in any
jurisdiction or any person (each a "Third Party") having decided to take,
institute or implement any action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any statute, regulation or order
or having done or decided to do anything which would or would reasonably be
expected to:
(i) make the Offer or its implementation, or the acquisition or
the proposed acquisition by CTH of the CNG Shares Affected, or the acquisition
of control of CNG or any of the assets of CNG void, illegal or unenforceable
under the laws of Ireland and/or the U.S., or otherwise, directly or indirectly,
restrain, revoke, prohibit, materially restrict or materially delay the same or
impose additional or different conditions or obligations with respect thereto
(except for conditions or obligations that would not be material (in value terms
or otherwise) in the context of the CNG Group taken as a whole), or otherwise
challenge or interfere therewith (except where the result of such challenge or
interference would not have, or would not reasonably be expected to have, a
material adverse effect on the CNG Group taken as a whole);
(ii) result in a material delay in the ability of CTH, or render CTH
unable, to acquire some or all of the CNG Shares Affected or require a
divestiture by CTH of any CNG Shares;
(iii) (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole)
require the divestiture by any member of the CNG Group of all or any portion of
their respective businesses, assets (including, without limitation, the shares
or securities of any other member of the CNG Group) or property or (except where
the consequences thereof would not be material (in value terms or otherwise) in
the context of the CNG Group taken as a whole) impose any material limitation 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 material limitation on or result in a material delay
in the ability of CTH to acquire, or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership of the CNG Shares
Affected, or to exercise voting or management control over, CNG or any
subsidiary or subsidiary undertaking of CNG which is material in the context of
the CNG Group taken as a whole (a "Material Subsidiary") or (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the CNG Group taken as a whole) on the ability of any member of the
CNG Group to hold or exercise effectively, directly or indirectly, rights of
ownership of shares (or the equivalent) in, or to exercise rights of voting or
management control over, any member of the CNG Group to the extent that CNG has
such ownership, voting or management control rights;
(v) (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole),
require CTH or any member of the CNG Group to acquire or offer to acquire any
shares or other securities (or the equivalent) in, or any interest in any asset
owned by, any member of the CNG Group owned by any third party;
(vi) impose any limitation on the ability of any member of the CNG
Group to integrate or co-ordinate its business, or any part of it, with the
businesses of any member of the CNG Group (except where the consequences thereof
would not be material (in value terms or otherwise) in the context of the CNG
Group taken as a whole);
(vii) cause any member of the CNG Group to cease to be entitled to any
Authorisation (as defined in paragraph (d) below) used by it in the carrying on
of its business (except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole); or
(viii) otherwise adversely affect the business, profits, assets,
liabilities, financial or trading position of any member of the CNG Group
(except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the CNG Group taken as a whole);
(c) all necessary notifications and filings having been made, all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation or regulation of Ireland and/or the U.S.
having expired, lapsed or having been terminated (as appropriate) (save to an extent which would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole) and all statutory or regulatory
obligations in Ireland and/or the U.S. having been complied with (save to an extent which would
not be material (in value terms or otherwise) in the context of the CNG Group taken as a whole), in each case,
in connection with the Offer or its implementation and all authorisations, orders, recognitions, grants, consents,
clearances, confirmations, licences, permissions and approvals in Ireland and/or the U.S. ("Authorisations")
having been obtained on terms and in a form reasonably satisfactory to CTH from all appropriate Third Parties
(except where the consequence of the absence of any such Authorisation would not be material (in value terms
or otherwise) in the context of the CNG Group taken as a whole), all such Authorisations remaining in full force
and effect, there being no notified intention to revoke or vary or not to renew the same at the time at
which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in
Ireland and/or the U.S having been complied with (except where the consequence thereof would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole);
(d) all necessary waiting periods and any other time periods during which any Third Party could, in respect of the
Offer or the acquisition or proposed acquisition of any CNG Shares Affected or control of CNG, or any member
of the CNG Group, by CTH, institute or implement any action, proceedings, suit, investigation, enquiry or
reference under the laws of Ireland and/or the U.S., which would be reasonably expected adversely to affect
(to an extent which would be material (in value terms or otherwise) in the context of the CNG Group taken
as a whole) any member of the CNG Group, having expired, lapsed or been terminated;
(e) save for matters of which members of the Consortium were aware at the date hereof, or as Disclosed,
there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other
instrument to which any member of the CNG Group is a party or by or to which any such member or any of its
respective assets may be bound, entitled or be subject and which, in consequence of the Offer or the acquisition
or proposed acquisition by CTH of the CNG Shares Affected or because of a change in the control of CNG, would or
would be reasonably expected to result in (except where, in any of the following cases, the consequences thereof
would not be material (in value terms or otherwise) in the context of the CNG Group taken as whole):
(i) any monies borrowed by, or any indebtedness or liability
(actual or contingent) of, or any grant available to any member of the CNG Group
becoming, or becoming capable of being declared, repayable immediately or prior
to their or its stated maturity;
(ii) the creation or enforcement of any mortgage, charge or other
security interest wherever existing or having arisen over the whole or any part
of the business, property or assets of any member of the CNG Group or any such
mortgage, charge or other security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise,
facility, lease or other instrument or the rights, liabilities, obligations or
interests of any member of the CNG Group thereunder being terminated or
adversely modified or any adverse action being taken or any obligation or
liability arising thereunder;
(iv) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the CNG Group being or falling to be disposed of or
charged, or ceasing to be available to any member of the CNG Group or any right
arising under which any such asset or interest would be required to be disposed
of or charged or would cease to be available to any member of the CNG Group
otherwise than in the ordinary course of business;
(v) the value of, or the financial or trading position of, any
member of the CNG Group being prejudiced or adversely affected; or
(vi) the creation of any liability or liabilities (actual or
contingent) by any member of the CNG Group, unless if any such
provision exists, such provision shall have been waived,
modified or amended on terms satisfactory to CTH;
(f) save for matters of which the members of the Consortium were
aware at the date hereof, or as Disclosed or as publicly announced (by the
delivery of an announcement to the London Stock Exchange) by CNG prior to the
date of this Announcement, no member of the CNG Group having:
(i) issued or agreed to issue additional shares of any class, or
securities convertible into or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible or exchangeable
securities (except for (A) issues to CNG or wholly-owned subsidiaries of CNG, or
(B) issues which are not material (in value terms or otherwise) in the context
of the CNG Group taken as a whole) or (C) issues pursuant to pre-existing
contractual obligations under the Share Option Plan;
(ii) recommended, declared, paid or made any bonus, dividend or
other distribution other than bonuses, dividends or other distributions lawfully
paid or made to another member of the CNG Group or which are not material (in
value terms or otherwise) in the context of the CNG Group taken as a whole;
(iii) save for transactions between two or more members of the CNG
Group ("intra-CNG Group transactions"), made or proposed any change in its loan
capital (save in respect of loan capital which is not material (in value or
other terms) in the context of the CNG Group taken as a whole);
(iv) save for intra-CNG Group transactions, implemented any merger,
demerger, reconstruction, amalgamation, scheme or (except in the ordinary and
usual course of trading) acquisition or disposal of (or of any interest in)
assets or shares (or the equivalent thereof) in any undertaking or undertakings
(except in any such case where the consequences of any such merger, demerger,
reconstruction, amalgamation, scheme, acquisition or disposal would not be
material (in value terms or otherwise) in the context of the CNG Group taken as
a whole);
(v) except in the ordinary and usual course of business, entered
into or materially improved, or made any offer (which remains open for
acceptance) to enter into or materially improve, the terms of the employment
contract with any director of CNG or any person occupying one of the senior
executive positions in the CNG Group;
(vi)(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole),
issued any loan capital or debentures or (save in the ordinary course of
business and save for intra-CNG Group transactions) incurred any indebtedness or
contingent liability;
(vii)(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole),
purchased, redeemed or repaid any of its own shares or other securities (or the
equivalent) or reduced or made any other change to any part of its share
capital;
(viii)(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole), (A)
merged with any body corporate, partnership or business (save for intra-CNG
Group transactions), or (B) (save for intra-CNG Group transactions) acquired or
disposed of, transferred, mortgaged or encumbered any material assets or any
right, title or interest in any material asset (including shares and trade
investments);
(ix)(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole),
entered into or varied any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude;
(x) entered into or varied any contract, transaction or arrangement
otherwise than in the ordinary and usual course of business (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the CNG Group taken as a whole);
(xi) waived or compromised any claim which would be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole;
(xii)(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole),
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 (except as a result of an intra-CNG Group transfer or where
the consequences thereof would not be material (in value terms or otherwise) in
the context of the CNG Group taken as a whole), ceased to carry on all or a
substantial part of any business;
(xiii) (except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the CNG Group taken as a whole), (A)
save for voluntary solvent liquidations, taken any corporate action or had any
legal proceedings instituted against it in respect of its winding-up,
dissolution, examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or similar officer of
all or any part of its assets or revenues, or (B) any analogous proceedings in
any jurisdiction in which any member of the CNG Group operates; or
(xiv) entered into any agreement, contract or commitment to effect any
of the transactions, matters or events set out in this condition (without
prejudice to the exceptions to each paragraph with regard to materiality and
other matters);
(g) save for matters of which members of the Consortium were aware
at the date hereof, or as Disclosed or as publicly announced by CNG (by delivery
of an announcement to the London Stock Exchange) prior to the date of this
Announcement:
(i) there not having arisen any adverse change or deterioration in
the business, assets, financial or trading position or profits of CNG or any
member of the CNG Group (save to an extent which would not be material (in value
terms or otherwise) in the context of the CNG Group as a whole);
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the CNG Group is or would reasonably be
expected to become a party (whether as plaintiff or defendant or otherwise) and
no investigation by any Third Party against or in respect of any member of the
CNG Group having been instituted or remaining outstanding by, against or in
respect of any member of the CNG Group (save where the consequences of such
litigation, arbitration proceedings, prosecution or other legal proceedings or
investigation are not or would not be material (in value terms or otherwise) in
the context of the CNG Group taken as a whole); and
(iii) no contingent or other liability existing or having arisen
which would reasonably be expected to affect adversely any member of the CNG
Group, save where such liability is not or would not be material (in value
terms) in the context of the CNG Group taken as a whole;
(h) save for any matter of which the members of the Consortium were
aware at the date hereof or as Disclosed, the board of CTH not having discovered
that any financial, business or other publicly disclosed information concerning
the CNG Group which is material in the context of the CNG Group taken as a whole
is materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make the information contained therein not
materially misleading (save where the consequences thereof would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole);
(i) save as Disclosed or as publicly announced by CNG (by delivery
of an announcement to the London Stock Exchange) or within the knowledge of the
members of the Consortium prior to the date of this Announcement, CTH not having
discovered:
(i) (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole),
in relation to any release, emission, discharge, disposal or other fact or
circumstance which has caused or would reasonably be expected to impair the
environment or harm human health, that any past or present member of the CNG
Group has acted in violation of any laws, statutes, regulation, notices or other
legal or regulatory requirements of any Third Party;
(ii) (except where such liability is not or would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole),
that there is, or would reasonably be expected to be, any liability, 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 CNG Group or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or other lawful
requirement of any relevant authority (whether by formal notice or order or not)
or Third Party or otherwise; and
(iii)(except where such liability is not or would not be material
(in value terms or otherwise) in the context of the CNG Group taken as a whole),
that circumstances exist which would reasonably be expected to result in any
actual or contingent liability to any member of the CNG Group under any
applicable legislation referred to in sub-paragraph (i)(i) above to improve or
modify existing or install new plant, machinery or equipment or to carry out any
changes in the processes currently carried out;
(j) save as publicly announced (by delivery of an announcement to
the London Stock Exchange prior to the date of this Announcement by CNG) or
otherwise within the knowledge of the members of the Consortium or as Disclosed,
the members of the Consortium not having discovered that any such member of the
CNG Group is subject to any liability, contingent or otherwise (save where
liability is not or would not be material (in value terms or otherwise) in the
context of the CNG Group taken as a whole);
(k) for the purposes of the conditions set out above:
(i) "Disclosed" means fairly disclosed by or on behalf of CNG, in
writing (or in written form), to CTH or BGL or its or their respective
employees, officers or advisers at any time up to the date of this Announcement;
(ii) "CNG Group" means CNG, its subsidiaries and subsidiary undertakings;
(iii)"initial closing date" means 3.00 p.m. (Dublin time) on the
date fixed by CTH as the first closing date of the Offer, unless and until CTH
in its discretion shall have extended the initial offer period, in which case
the term "initial closing date" shall mean the latest time and date at which the
initial offer period, as so extended by CTH, will expire or, if earlier, the
date on which the Offer becomes or is declared unconditional in all respects;
(iv) "initial offer period" means the period from the date of the Offer Document to and including the
initial closing date; and
(v) "parent undertaking", "subsidiary undertaking", "associated undertaking" and "undertaking"
have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992.
Subject to the requirements of the Panel, CTH reserves the right (but shall be
under no obligation) to waive, in whole or in part, all or any of the above
conditions apart from condition (a).
The Offer will lapse unless all of the conditions set out above have been
fulfilled or (if capable of waiver) waived or, where appropriate, have been
determined by CTH to be or to remain satisfied on the day which is 21 days after
the later of the initial closing date, the date on which condition (a) is
fulfilled or such later date as CTH may, with the consent of the Panel (to the
extent required) decide. Except for condition (a), CTH shall not be obliged to
waive (if capable of waiver) or treat as satisfied any condition by a date
earlier than the latest day for the fulfilment of all conditions referred to in
the previous sentence, notwithstanding that any other condition of the Offer may
at such earlier date have been waived or fulfilled or that there are at such
earlier dates no circumstances indicating that the relevant condition may not be
capable of fulfilment.
Appendix II
Bases and sources
1. Unless otherwise stated, the financial information on the CNG
Group is extracted from the annual report and audited financial statements of
CNG for the year ended 31 December 2006.
2. The value of the entire issued and to be issued ordinary share
capital of CNG is based upon 63,089,690 CNG Shares comprising 58,833,690 CNG
Shares currently in issue and 4,256,000 CNG Shares to be issued upon conversion
of Deferred Shares in accordance with the articles of association of the CNG.
References to a percentage of CNG Shares are, unless indicated otherwise, based
on the number of CNG Shares in issue as at the date of this Announcement.
3. CNG Share prices are sourced from the AIM appendix to the Daily
Official List of the London Stock Exchange.
Appendix III
Definitions
"Stg", "p", "pence" or "pounds" the lawful currency of the United Kingdom;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules" the rules of the London Stock Exchange governing
admission to and operation of AIM;
"Announcement" this announcement made pursuant to Rule 2.5 of the
Takeover Rules;
"BGL" Brown Gibbons Lang & Company Securities, Inc., US
Investment Bankers, members NASD and advisers to CTH in
respect of the Offer;
"Board" the board of directors of CNG;
"Business Day" a day, other than a Saturday or a Sunday, on which
clearing banks are normally open for business in Dublin
and London;
"Closing Price" the official closing price of a CNG Share as derived from
the Daily Official List;
"CNG or the Company" CNG Travel Group plc;
"CNG Group" CNG, its subsidiaries and subsidiary undertakings (as
such term is defined in the European Communities
(Companies: Group Accounts) Regulations 1992 of Ireland;
"CNG Shares" the existing issued fully paid ordinary shares of Euro0.0125
each in the capital of CNG and any further such ordinary
shares which are unconditionally allotted or issued after
the date hereof and before the Offer closes (or before
such other time as the Offeror may, subject to the
Takeover Rules, decide in accordance with the terms and
conditions of the Offer) and "CNG Share" shall be
construed accordingly;
"CNG Shareholders" the holders of CNG Shares and "CNG Shareholder" shall be
construed accordingly;
"Consortium" the consortium responsible for formulating the Offer
consisting of CTH, Seamus Ross Jnr, Michael Smurfit Jnr,
P.J. King, Willie Lynch, Jerald Behrens, David Buda,
Barry Liben, David Holyoke, Cindy Schlansky, Paul
Hoffmann, Sara Sessa and Scott Booth.
"CTH Responsible Persons" each of Seamus Ross Jnr, P.J. King, Willie Lynch, Jerald
Behrens, Barry Liben, David Holyoke, Cindy Schlansky,
Sara Sessa and Scott Booth.
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Deferred Shares" the deferred convertible redeemable shares of nominal
value Euro0.0125 each in the capital of the Company;
"Financial Regulator" The Financial Services Regulatory Authority of Ireland;
"IBI Corporate Finance" IBI Corporate Finance Limited;
"Independent Directors" Luke Mooney, Ralph Manaker and Zara Stassin and
"Independent Director" shall mean any one of them;
"Ireland" Ireland, excluding Northern Ireland, and the word Irish
shall be construed accordingly;
"London Stock Exchange" The London Stock Exchange plc;
"Merrill Lynch" Middle Market Finance, a division of Merrill Lynch
Business Financial Services Inc.;
"Offer" the recommended cash offer to be made by CTH for the
entire issued and to be issued ordinary share capital of
CNG on the terms and subject to the conditions set out in
Appendix I of this Announcement and to be set out in the
Offer Document (including any form of acceptance);
"Offer Document" the document to be sent to CNG Shareholders containing
the Offer;
"Offer Period" the offer period for the purposes of the Takeover Rules
commencing on the date of the Rule 2.4 Announcement;
"Offer Price" 14.5p being the price per CNG Share payable pursuant to
the Offer;
"Offeror" or "CTH" Corporate Travel Holdings Inc, a corporation incorporated
under the laws of Delaware, having its registered office
at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle, Delaware 19801, USA;
"Ordinary Shares" ordinary shares of nominal value Euro0.0125 each in the
capital of CNG;
"Options" the options to subscribe for Ordinary Shares issued
pursuant to the provisions of the Share Option Plan;
"Option Holders" the holders of Options issued pursuant to the provisions
of the Share Option Plan;
"Rule 2.4 Announcement" the announcement made by the Company on 21 May 2007
pursuant to Rule 2.4 of the Takeover Rules confirming
that the Company had received an approach from the
Consortium in relation to a possible offer for the
Company at a price of 14.5p per CNG Share;
"Share Option Plan" the share option plan of the Company pursuant to which
Options were issued to certain employees of members of
the CNG Group;
"Takeover Panel" the Irish Takeover Panel established under the Irish
Takeover Panel Act 1997;
"Takeover Rules" the Irish Takeover Panel Act 1997, Takeover Rules 2001 to
2006
"Third Party Offer" an offer by any person other than CTH or any of its
representatives, agents or employees, any member of the
Consortium or by an Associate of any such person for the
purpose of the Takeover Rules to acquire all or
substantially all of the issued share capital of CNG or
all, or substantially all, of the business and assets of
CNG;
"Third Party Offeror" a party which makes a Third Party Offer;
"Tzell" Tzell Travel Group, a wholly owned subsidiary of CNG
having its registered office at 119 West 40th Street, New
York, New York 10018, USA; and
"Undertaking Shareholders" P.J. King, Seamus Ross Jnr, Michael Smurfit Jnr, Barry
Liben, Jerald Behrens, David Buda, Paul Hoffman, Willie
Lynch and "Undertaking Shareholder" shall mean any one of
them.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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