RNS Number:8800Z
Moorfield Group PLC
5 March 2001
PART 1
Moorfield Group PLC
5 March 2001
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
STESSA LIMITED ("STESSA")
RECOMMENDED CASH OFFER FOR
MOORFIELD GROUP PLC ("MOORFIELD")
Summary
The board of Stessa and the Independent Directors of Moorfield announce that
they have reached agreement on the terms of a recommended cash offer to be
made by Deloitte & Touche Corporate Finance, on behalf of Stessa, to acquire
the entire issued and to be issued share capital of Moorfield not already
owned (or contracted to be acquired) by Stessa or its associates.
- The Offer will be made on the basis of 40 pence in cash for each Moorfield
share, valuing the entire issued and to be issued share capital of Moorfield
at approximately #68.7 million;
- The Offer represents a premium of approximately 8.8 per cent. over the
closing price of 36.75 pence per Moorfield share on 2 March 2001, being the
last business day prior to announcement of the Offer for the Company, and a
premium of approximately 18.5 per cent. over the closing price of 33.75 pence
per Moorfield Share on 14 September 2000, being the business day prior to the
publication of the statement by the Company, accompanying its results for the
six months ended 30 June 2000, that it was exploring ways of enhancing value
for Shareholders;
- Stessa is a newly incorporated company registered in England and Wales
formed specifically for the purpose of making the Offer. Stessa is a
wholly-owned subsidiary of Stessa Holdings and has not traded prior to the
posting of the Offer Document. At the date the Offer becomes unconditional in
all respects, the share capital of Stessa Holdings will be owned as to 29.9
per cent. by Uberior Investments, a subsidiary of Bank of Scotland, and as to
70.1 per cent. by the Management Investors. The holding of the Management
Investors will (subject to reallocation to other Moorfield employees) be
allocated as follows:
Per cent.
Marc Gilbard 25.4
Graham Stanley 25.4
Employee Benefit Trusts (on behalf of the Management
and other employees of Moorfield) 49.2
- Stessa has received irrevocable undertakings to accept or procure the
acceptance of the Offer from certain of the Directors, (including Marc Gilbard
and Graham Stanley) and from other Moorfield Shareholders (including certain
institutions) in respect of, in aggregate, 98,062,463 Moorfield Shares
representing approximately 61.6 per cent of the existing issued share capital
of Moorfield. The undertakings over 29,694,280 and 45,097,799 Moorfield Shares
will cease to be binding in the event that a third party offer for Moorfield
is announced before 8.00 a.m. on the 10th day after the date of the Offer
Document at an all cash price equal to or greater than 43 pence and 44 pence
per Moorfield Share respectively.
In addition, Blackstone Group Holdings LP has confirmed, in writing to Stessa,
its support for the Offer. As at 2 March 2001, being the last business day
prior to the publication of this announcement, Blackstone Group Holdings LP
held 12,350,000 Moorfield Shares (7.8 per cent. of the issued share capital of
Moorfield).
Preliminary results
Moorfield has released its unaudited preliminary financial results for the
year ended 31 December 2000 concurrent with the issue of this announcement.
Press Enquiries
For further information contact:
Sir Brian Corby Moorfield Group PLC Tel: 020 7399 1900
Chris Fielding Hoare Govett Limited Tel: 020 7678 8000
Marc Gilbard Stessa Limited Tel: 020 7399 1900
Ian Jamieson Deloitte & Touche Tel: 020 7936 3000
Corporate Finance
This summary should be read in conjunction with the full text of the following
announcement.
Deloitte & Touche is authorised by the Institute of Chartered Accountants in
England and Wales to carry on investment business. Deloitte & Touche
Corporate Finance, a division of Deloitte & Touche, is acting exclusively for
Stessa and no-one else in connection with the Offer and the preparation and
distribution of this announcement, and will not be responsible to anyone other
than Stessa for providing the protections afforded to clients of Deloitte &
Touche Corporate Finance or for providing advice in relation to the Offer, the
contents of this announcement or any transaction or arrangement referred to
herein.
Hoare Govett, which is regulated by The Securities and Futures Authority
Limited, is acting exclusively for Moorfield, acting through its Independent
Directors, and no-one else in connection with the Offer and will not be
responsible to anyone other than Moorfield, for providing the protections
afforded to customers of Hoare Govett or for providing advice in relation to
the Offer, the contents of this announcement or any transaction or arrangement
referred to herein.
The full text of the conditions and certain further terms of the Offer are set
out in Appendix I which forms part of, and should be read with, this
announcement. Defined terms have the meaning set out in Appendix II which
forms part of, and should be read with, this announcement. This announcement
does not constitute an offer or invitation to purchase any securities.
The Offer will not be made directly or indirectly, in or into the United
States of America, Canada, Australia or Japan.
Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.
The directors of Stessa and Stessa Holdings accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Stessa and Stessa Holdings (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of Moorfield accept responsibility for the information contained
in this announcement relating to Moorfield. To the best of the knowledge and
belief of the directors of Moorfield (who have taken all reasonable care to
ensure that such is the case), the information relating to Moorfield contained
in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
5 March 2001
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan
STESSA LIMITED ("STESSA")
RECOMMENDED CASH OFFER FOR
MOORFIELD HOLDINGS PLC ("MOORFIELD")
1. Introduction
The board of Stessa and the Independent Directors of Moorfield announce that
they have reached agreement on the terms of a recommended cash offer to be
made by Deloitte & Touche Corporate Finance, on behalf of Stessa, to acquire
the entire issued and to be issued share capital of Moorfield not already
owned (or contracted to be acquired) by Stessa or its associates.
The Offer represents a premium of approximately 8.8 per cent. over the closing
price of 36.75 pence per Moorfield share on 2 March 2001, the last business
day prior to announcement of the Offer for the Company, and a premium of
approximately 18.5 per cent. over the closing price of 33.75 pence per
Moorfield Share on 14 September 2000, being the business day prior to the
publication of the statement by the Company, accompanying its results for the
six months ended 30 June 2000, that it was exploring ways of enhancing value
for Moorfield Shareholders.
Stessa is a newly incorporated company registered in England and Wales formed
specifically for the purpose of making the Offer. Stessa is a wholly-owned
subsidiary of Stessa Holdings which will, if the Offer becomes or is declared
unconditional in all respects be owned by or on behalf of Uberior Investments,
a subsidiary of Bank of Scotland, and by or on behalf of Marc Gilbard, Graham
Stanley and the Employee Benefit Trusts.
2. The Offer
On behalf of Stessa, Deloitte & Touche Corporate Finance will offer to
acquire, subject to the conditions set out in Appendix I and the further terms
to be set out in the formal Offer Document and in the Form of Acceptance, all
of the issued and to be issued Moorfield Shares on the following basis:
for each Moorfield Share 40 pence in cash
The Offer values the entire issued and to be issued share capital of Moorfield
at approximately #68.7 million.
The Moorfield Shares will be acquired under the Offer free from all liens,
equities, charges, encumbrances, pre-emption rights and other third party
interests of whatever nature and together with all rights now or hereafter
attaching thereto, including the right to receive and retain all dividends and
other distributions (if any) declared, made or paid hereafter.
The Offer will extend to any Moorfield Shares which are unconditionally
allotted or issued, fully paid or credited as fully paid, prior to the date on
which the Offer closes (or such earlier date as Stessa may, subject to the
City Code, decide) as a result of the exercise of existing options under
Moorfield Share Option Schemes or otherwise.
3. Information on Stessa and Stessa Holdings
Stessa is a newly incorporated limited company registered in England and Wales
formed specifically for the purpose of making the Offer. Stessa is a
wholly-owned subsidiary of Stessa Holdings and has not traded prior to the
date of this announcement. At the date the Offer becomes unconditional in all
respects, the share capital of Stessa Holdings will be owned as to 29.9 per
cent. by Uberior Investments, a subsidiary of Bank of Scotland, and as to 70.1
per cent. by the Management Investors. The holding of the Management
Investors will (subject to reallocation to other Moorfield employees) be
allocated as follows:
Per cent.
Marc Gilbard 25.4
Graham Stanley 25.4
Employee Benefit Trusts (on behalf of the Management
and other employees of Moorfield) 49.2
Immediately following the Offer becoming, or being declared, unconditional in
all respects, Stessa's financing structure will comprise ordinary share
capital and debt financing.
Stessa has arranged for #88.7 million to be raised in the form of indebtedness
to be provided by Bank of Scotland, further details of which will be set out
in paragraph 6 of Appendix IV to the Offer Document.
In addition to the debt funding referred to above, funding for Stessa of
#9.929 million will be provided by the Management Team and Bank of Scotland in
the form of a subordinated loan and loan notes. The Management Investors will
subscribe for #2.864 million of subordinated secured loan notes (Stessa Loan
Notes) and Bank of Scotland will advance #7.065 million by way of a
subordinated secured institutional loan (ranking pari passu with the Stessa
Loan Notes).
Further information on Stessa, Stessa Holdings and the financing arrangements
in respect of the Offer will be set out in the Offer Document.
4. Information on Moorfield
Moorfield is a property investment, trading and development company quoted on
the London Stock Exchange. As at 2 March 2001, being the last business day
prior to the date of this announcement, Moorfield had a market capitalisation
of approximately #58.5 million. The Company's property portfolio, including
those properties held in limited partnerships, is primarily office and retail
buildings, and retail and business parks.
5. Information on the Investors
Following the Offer becoming or being declared unconditional in all respects,
the shareholders of Stessa Holdings will be Uberior Investments and the
Management Investors.
Uberior Investments (a subsidiary of Bank of Scotland)
Bank of Scotland is a major UK clearing bank. The latest interim accounts of
Bank of Scotland in respect of the six months ended 31 August 2000, disclosed
consolidated gross assets of #79,097 million, consolidated net assets of
#6,863 million and consolidated pre-tax profits on ordinary activities of #469
million.
Management Investors
The Management Investors presently comprise Marc Gilbard, Graham Stanley and
the Employee Benefit Trusts. Marc Gilbard, presently Managing Director of
Moorfield, and Graham Stanley, presently a Director of Moorfield, will hold
the same positions at Stessa Holdings. The Employee Benefit Trusts will hold
their investments in Stessa Holdings on behalf of the Management and the other
employees of the Enlarged Group. Graham Sidwell, presently Finance Director of
Moorfield, will hold the same position at Stessa Holdings. Arrangements have
been made for up to 26.1 per cent. of the Stessa Holdings B Shares to be
allocated to employees of the Company (other than Messrs Gilbard and Stanley)
for direct subscription by them, and to the extent that such employees take up
this allocation, the holdings of the Employee Benefit Trusts will be
proportionately reduced.
6. Management and employees
Stessa has received irrevocable undertakings with Messrs Gilbard and Stanley
to accept the Offer in respect of their aggregate holding of 1,150,189
Moorfield Shares, representing 0.7 per cent. of the existing issued share
capital of Moorfield. Messrs Gilbard and Stanley have undertaken to invest
from the net proceeds of sale, being approximately #0.405 million as to
approximately #0.02 million in Stessa Holdings B Shares and as to
approximately #0.29 million in Stessa Loan Notes, which represents a
proportion of 100:1,434. In addition, they will invest a further #0.08
million in Stessa Holdings B Shares, in connection with their acceptance of
the Rollover Proposal, as described below.
In addition, Messrs Gilbard and Stanley have agreed to recommend to the
trustees of their pension scheme that they accept the Offer in relation to the
Moorfield Shares held by that scheme, comprising a further 445,333 Moorfield
Shares, representing 0.3 per cent. of the existing issued share capital of
Moorfield.
Finally, Messrs Gilbard and Stanley have undertaken to accept the Rollover
Proposal which Stessa will make to holders of options granted under the
Moorfield Group PLC Unapproved Executive Share Option Scheme, conditional upon
the Offer becoming or being declared unconditional in all respects. As a
result of this undertaking, options over a total of 10,000,000 Moorfield
Shares held in aggregate by Messrs Gilbard and Stanley will be rolled-over
into options which, when exercised, will result in the issue of an aggregate
of #1.161 million nominal amount of Stessa Loan Notes. In connection with the
Rollover Proposal, Messrs Gilbard and Stanley will also invest a further #0.08
million in Stessa Holdings B Shares such that in aggregate the ratio of Stessa
Holdings B Shares to Stessa Loan Notes subscribed in connection with their
options is 100:1,434. These shares and loan notes will be issued an paid up
following the Offer becoming or being declared unconditional in all respects
(apart from the loan notes issuable subsequently in connection with these
options).
The Employee Benefit Trusts have also agreed to subscribe up to #1.508
million, as to #0.098 million for Stessa Holdings B Shares and #1.410 million
for Stessa Loan Notes. These shares and loan notes will be issued following
the Offer becoming or being declared unconditional in all respects and will be
held by the Employee Benefit Trusts on behalf of all employees of the Company
(including the Management Team).
Up to 26.1 per cent. of the Stessa Holdings B Shares and Stessa Loan Notes
will be available for direct subscription by the employees of the Company
(other than Messrs Gilbard and Stanley), to the extent that they wish to
acquire them in their own name. The effect of these arrangements for employees
will be to allow those employees to invest up to #800,000 in aggregate
(including the value of options exchanged) in Stessa Holdings B Shares and
Stessa Loan Notes (including Stessa Loan Notes under option) in the 100:1,434
proportion. To the extent that the employees exercise their right to invest in
the Stessa Group in this way, the amount invested by the Employee Benefit
Trusts will be proportionately reduced.
Uberior Investments, a wholly-owned subsidiary of Bank of Scotland will invest
#0.085 for Stessa Holdings A Shares. These shares will be issued at the same
price as the Stessa Holdings B Shares, and both classes of shares have equal
dividend, capital and voting rights. Under terms of the Investment
Agreement, which is summarised in paragraph 7(b) of Appendix IV to the Offer
Document, certain matters may only be carried out by Stessa Holdings and its
subsidiaries with the prior written consent of Uberior Investments (such
consent not to be unreasonably withheld) as more fully explained in paragraph
7(b)(ii) of Appendix IV to the Offer Document.
Bank of Scotland will also make available to Stessa an institutional loan
facility of #7.065 million pursuant to the Institutional Loan Agreement,
further details of which are set out in paragraph 7(a)(iii) of Appendix IV,
which will rank pari passu with the Stessa Loan Notes. It has been agreed
between Stessa and Bank of Scotland that on repayment the Institutional Loan
and the Stessa Loan Notes together with the rolled up interest thereon
following realisation of Moorfield's property portfolio, Bank of Scotland
shall be entitled to an exit fee equivalent to 20 per cent. of realised net
cash proceeds less an amount equal to the rolled up interest of the
Institutional Loan and Stessa Loan Notes up to a maximum payment of #3.5
million.
Following the Offer becoming or being declared unconditional in all respects,
the fully diluted share capital of Stessa Holdings will be owned as to 70.1
per cent. by the Management Investors (being Messrs Gilbard and Stanley, the
Employee Benefit Trusts and the employees of the Company (other than Messrs
Gilbard and Stanley) who elect to invest in Stessa Holdings B Shares and
Stessa Loan Notes (either directly or through the Rollover Proposal) and as to
29.9 per cent. by Uberior Investments. In addition, #2.864 million nominal
amount of Stessa Loan Notes will be in issue or under option to the Management
Investors and approximately #7.065 million will be drawn down from the Bank of
Scotland under the Institutional Loan, which borrowings will rank pari passu
with the Stessa Loan Notes. Although the investments held by the Employee
Benefit Trusts have not been allocated, it is possible that Messrs Gilbard and
Stanley will ultimately hold 70 per cent. or more of the Stessa Loan Notes and
Stessa Holdings B Shares.
Upon the Offer becoming or being declared wholly unconditional, Messrs
Gilbard, Stanley and Sidwell will enter into new service agreements with
Stessa Holdings, replacing, and on no more favourable terms than, those which
they currently have with Moorfield.
Hoare Govett considers these arrangements are fair and reasonable in the
context of the Offer, so far as other Moorfield Shareholders are concerned.
7. Independent Directors and Employees
The board of Stessa has confirmed to the Independent Directors that, following
the Offer becoming or being declared unconditional in all respects, the
existing employment rights, including pension rights, of the employees of the
Moorfield Group will be fully safeguarded.
The Independent Directors have agreed to resign from the board of Moorfield if
the Offer becomes or is declared unconditional in all respects.
8. Background to and reasons for recommending the Offer
Since 1996 Moorfield has pursued a strategy of seeking high returns on its
equity investments underpinned by secure assets. Despite the constraints
imposed by its size, Moorfield has increased very substantially the assets
under management particularly through the use of joint ventures and limited
partnerships with private equity investors. This policy of collaboration with
external capital sources has allowed Moorfield to pursue opportunities not
normally available to a company of its size to generate value for Moorfield
Shareholders disproportionate to the Company's own capital commitments. The
Independent Directors believe that this strategy has been successful as
demonstrated by the consistently high returns on equity that have been
achieved from property acquisitions and disposals totalling, in aggregate,
some #1 billion over that period.
Net asset value per Moorfield Share (taking into account the net surplus on
revaluation of commercial trading properties) has increased from 28.5 pence at
31 December 1996 to 47.4 pence at 31 December 2000 including the dilution of a
1 for 3 share issue at 28 pence in April 1999, an absolute increase of
approximately 66.3 per cent. and a compound average growth rate of 13.6 per
cent. per annum.
Notwithstanding the proven strategy and resultant performance, Moorfield
Shares have consistently traded at a significant discount to their net asset
value per share with the discount standing at approximately 28.8 per cent. on
14 September 2000, being the business day prior to that on which the interim
statement for the six months ended 30 June 2000 was published, and 22.5 per
cent. on 2 March 2001, the last practicable date prior to the publication of
this announcement (each percentage stated relative to net asset value per
Moorfield Share of 47.4 pence at 31 December 2000). The poor share rating of
the shares, despite the Company's financial performance, has limited Moorfield
Shareholders' ability to benefit from growth in net asset value in any
consistent way.
9. Undertakings to accept the Offer
Stessa has received irrevocable undertakings to accept or procure the
acceptance of the Offer from certain of the Directors, (including Marc Gilbard
and Graham Stanley) and from other Moorfield Shareholders (including certain
institutions) in respect of, in aggregate, 98,062,463 Moorfield Shares
representing approximately 61.6 per cent. of the existing issued share capital
of Moorfield.
The irrevocable undertakings given by Ellerman Corporation Limited and Trefick
Limited bind the holder of the relevant Moorfield Shares to accept the Offer.
The irrevocable undertakings given by Royal & Sun Alliance Investment
Management Limited, UBS Asset Management Limited, Edinburgh Fund Managers Plc,
Canada Life UK Smaller Companies Fund (MS87) and Canada Life UK Smaller
Companies Unit Trust will cease to be binding in the event that a third party
offer for Moorfield is announced before 8.00 a.m. on the 10th day after the
date of this announcement at an all cash price of greater than 44 pence per
Moorfield Share. The irrevocable undertakings given by Schroder Investment
Management Limited and the Moorfield Group PLC Employee Benefit Trust No. 2
will cease to be binding in the event that a third party offer for Moorfield
is announced before 8.00 a.m. on the 10th day after the date of this
announcement at an all cash price of greater than 43 pence per Moorfield
Share.
In addition, Blackstone Group Holdings LP has confirmed, in writing to Stessa,
its support for the Offer. As at 2 March 2001, being the last business day
prior to the publication of this announcement, Blackstone Group Holdings LP
held 12,350,000 Moorfield Shares (7.8 per cent. of the issued share capital of
Moorfield).
Further details of these irrevocable undertakings will be set out in the Offer
Document.
10. Recommendation
The Independent Directors of Moorfield, who have been so advised by Hoare
Govett, consider the terms of the Offer to be fair and reasonable.
Accordingly, the Independent Directors will unanimously recommend all
Moorfield Shareholders to accept the Offer. In providing advice to the
Independent Directors, Hoare Govett has taken into account the commercial
assessments of the Independent Directors.
11. Moorfield Share Option Schemes
The Offer extends to any fully paid (or credited as fully paid) Moorfield
Shares which are unconditionally allotted or issued pursuant to the exercise
of existing options under the Moorfield Share Option Schemes while the Offer
remains open for acceptance (or such earlier date as Stessa may, subject to
the City Code, decide).
Stessa will make appropriate proposals to holders of options under the
Moorfield Share Option Schemes in respect of options which remain unexercised
when the Offer becomes or is declared unconditional in all respects (including
the Rollover Proposal), as described in paragraph 6 of this announcement.
12. Compulsory acquisition and de-listing
As soon as it is appropriate and possible to do so and subject to the Offer
becoming or being declared unconditional in all respects, Stessa intends to
apply for the cancellation of the listing of Moorfield Shares by the UK
Listing Authority. Stessa intends to re-register Moorfield as a private
company under the relevant provisions of the Act.
In addition, on receipt of acceptances under the Offer in respect of 90 per
cent. or more of the Moorfield Shares to which the Offer relates, Stessa
intends to apply the provisions of Sections 428 to 430F of the Act to acquire
compulsorily any Moorfield Shares which have not been assented to or acquired
pursuant to the Offer.
13. Inducement fee
Moorfield has agreed to pay an inducement fee to Stessa of up to #480,000,
exclusive of any applicable VAT, in certain circumstances if a third party
acquires control of Moorfield or the Independent Directors withdraw their
recommendation of the Offer. The Independent Directors are satisfied that
without this undertaking the Offer would not have been made. Accordingly, the
Independent Directors and Hoare Govett believe the inducement fee arrangement
to be in the best interest of Moorfield Shareholders. Further details of the
inducement fee are set out in paragraph 9 of Appendix IV to the Offer
Document.
14. General
The formal Offer Document, setting out details of the Offer, and the Form of
Acceptance will be despatched as soon as practicable.
The availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of, and
observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan, or by the use of the mail of, or by any
means or instrumentality of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement, the
Offer Document and the Form of Acceptance will not be, and must not be, mailed
or otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan and persons receiving this announcement, the Offer Document
and/or the Form of Acceptance (including custodians, nominees and trustees)
must not distribute or send them in, into or from the United States, Canada,
Australia or Japan.
Save as will be disclosed in the Offer Document neither Stessa, nor any person
deemed to be acting in concert with Stessa, owns or controls any Moorfield
Shares or has any options to acquire any Moorfield Shares.
The value of the Offer has been calculated on the basis of 159,223,177
Moorfield Shares in issue as at 5 March 2001 and assumes the full exercise of
12,450,000 options over Moorfield Shares.
The definitions of terms used in this announcement are contained in Appendix
II to this announcement.
This announcement does not constitute an offer or an invitation to purchase
any securities. The conditions and certain further terms of the Offer are set
out in Appendix I to this announcement.
Press Enquiries
For further information contact:
Sir Brian Corby Moorfield Group PLC Tel: 020 7399 1900
Chris Fielding Hoare Govett Limited Tel: 020 7678 8000
Marc Gilbard Stessa Limited Tel: 020 7399 1900
Ian Jamieson Deloitte & Touche Tel: 020 7936 3000
Corporate Finance
Deloitte & Touche is authorised by the Institute of Chartered Accountants in
England and Wales to carry on investment business. Deloitte & Touche
Corporate Finance, a division of Deloitte & Touche, is acting exclusively for
Stessa and no-one else in connection with the Offer and the preparation and
distribution of this announcement, and will not be responsible to anyone other
than Stessa for providing the protections afforded to clients of Deloitte &
Touche Corporate Finance or for providing advice in relation to the Offer, the
contents of this announcement or any transaction or arrangement referred to
herein.
Hoare Govett, which is regulated by The Securities and Futures Authority
Limited, is acting exclusively for Moorfield, acting through its Independent
Directors, and no-one else in connection with the Offer and will not be
responsible to anyone other than Moorfield, for providing the protections
afforded to customers of Hoare Govett or for providing advice in relation to
the Offer, the contents of this announcement or any transaction or arrangement
referred to herein.
Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.
The directors of Stessa and Stessa Holdings accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Stessa and Stessa Holdings (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of Moorfield accept responsibility for the information contained
in this announcement relating to Moorfield. To the best of the knowledge and
belief of the directors of Moorfield (who have taken all reasonable care to
ensure that such is the case), the information relating to Moorfield contained
in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
APP
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