RNS Number:2871C
Park Street Holdings Ltd
25 August 2004
Mount Street Holdings PLC
25 August 2004
PART 1 of 3
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
RECOMMENDED CASH OFFER
by
PARK STREET HOLDINGS LIMITED
for
SPRING GROVE PROPERTY MAINTENANCE PLC
SUMMARY
* Park Street Holdings Limited ("Park Street") announces the terms of a
recommended cash offer for Spring Grove Property Maintenance PLC ("Spring
Grove") to be made by Houlihan Lokey Howard & Zukin (Europe) Limited ("Houlihan
Lokey Howard & Zukin") on behalf of Park Street
* The Offer will be 43.125 pence for each Spring Grove share
* The Offer values the whole of Spring Grove's issued share capital at
approximately #5.36 million
* The Offer price represents a premium of 16.6 per cent to the closing
price on 24 August 2004
* Park Street is currently 100 per cent owned by Mount Street Holdings
PLC ("Mount Street"), an established property management company
* Park Street has entered into arrangements with certain members of the
management team of Spring Grove in relation to their participation in the equity
of Park Street. Details of these arrangements can be found in paragraph 8 of
part 2 of this Announcement. In accordance with the City Code, these
arrangements must be approved, by way of an ordinary resolution taken on a poll,
at an extraordinary general meeting ("the Spring Grove EGM") of the Independent
Shareholders of Spring Grove. Details of the Spring Grove EGM can be found in
paragraph 11 of part 2 of this Announcement.
* Park Street has received undertakings to accept the Offer in respect
of, or has conditionally agreed to acquire, a total of 8,562,358 Spring Grove
Shares representing approximately 68.9 per cent of the current issued share
capital of Spring Grove.
Commenting on today's announcement, Antony Dean, Managing Director of Mount
Street said:
"I am delighted to announce our recommended offer for Spring Grove. It will not
only enhance our customer offering and provide a valuable new revenue stream for
the group, but stands as a further indication of the company's positioning as a
single-source solution in the property management sector."
John Harrison, Non-Executive Chairman of Spring Grove commented:
"Spring Grove's future growth as an independent company is currently constrained
by a shortage of working capital. Going forward I believe that the interests of
Spring Grove are best served by becoming part of a larger organisation with
greater scale in the wider property management sector. Mount Street provides
such scale and is an ideal partner for Spring Grove. We look forward to
servicing Mount Street's growing client base and to making a valuable
contribution to the group."
This summary should be read in conjunction with the full Announcement.
This Announcement does not constitute an offer or an invitation to purchase any
securities.
ENQUIRIES
Citigate Dewe Rogerson Tel: 020 7638 9571
Sarah Gestetner
Alexandra Scrimgeour
Alex Brown
Houlihan Lokey Howard & Zukin (Europe) Limited Tel: 020 7839 3355
Duncan Priston
Lee Yeomans
Shore Capital and Corporate Limited Tel: 020 7408 4090
Graham Shore
Simon Edwards
Houlihan Lokey Howard & Zukin (Europe) Limited, which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Park Street Holdings Limited and Mount Street Holdings PLC and no one else
in connection with the Offer and will not be responsible to anyone other than
Park Street Holdings Limited and Mount Street Holdings PLC for providing the
protections afforded to customers of Houlihan Lokey Howard & Zukin (Europe)
Limited nor for providing advice in relation to the Offer.
Shore Capital and Corporate Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Spring Grove
Property Maintenance PLC and no one else in connection with the Offer and will
not be responsible to anyone other than Spring Grove Property Maintenance PLC
for providing the protections afforded to customers of Shore Capital and
Corporate Limited nor for providing advice in relation to the Offer.
The Offer has not been and will not be made, directly or indirectly, in or into
the US, Australia, Canada or Japan.
NOTES TO EDITORS
Mount Street Holdings PLC
Mount Street is one of the largest residential property management companies in
the UK with over 100,000 units under management. The group offers customers a
single-source solution property service including insurance, legal services,
caretaking, surveying and facilities maintenance. The company is headquartered
in Hoddesdon, Hertfordshire and employs over 380 people at strategic locations
throughout the UK. Mount Street has grown organically and through acquisitions
since it was founded in 1991. The company services a wide range of customers
including many of the UK's leading housebuilders, as well as the residents'
associations of residential blocks.
Spring Grove Property Maintenance PLC
Spring Grove provides day-to-day repair services and a 24-hour call-out service
for tenants of social landlords, including housing associations and local
authorities across London and around the South East. The growth in the
Company's business comes from existing and new customers in the social housing
sector, reflecting its commitment to delivering value-added services and long
term partnering relationships.
Through its wholly-owned subsidiary, Robert Hawkins Contractors Limited, the
Spring Grove Group provides reactive maintenance to the commercial sector
including a number of High Street retailers.
-ends-
PART 2 of 3
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
RECOMMENDED CASH OFFER
by
PARK STREET HOLDINGS LIMITED
for
SPRING GROVE PROPERTY MAINTENANCE PLC
1. Introduction
The Board of Park Street and the Independent Directors of Spring Grove announce
that they have reached agreement on the terms of a recommended cash offer of
43.125 pence for each Spring Grove Share, to be made by Houlihan Lokey Howard &
Zukin (Europe) Limited on behalf of Park Street Holdings Limited to acquire the
whole of the issued and to be issued ordinary share capital of Spring Grove not
already owned or agreed to be acquired by Park Street.
Park Street has been formed specifically for the purpose of making the Offer.
Subject to the Offer becoming or being declared unconditional in all respects,
Park Street will be owned as to 30 per cent by Kevin Childs and Andrew Milne,
both executive directors of Spring Grove ("the Managers"), and as to 70 per cent
by Mount Street. The Managers will acquire their 30 per cent interest in Park
Street in consideration of the sale to Park Street of a 30 per cent interest in
Spring Grove pursuant to the Share Exchange Agreement. The Managers will accept
the Offer in relation to their remaining interest of 8.9 per cent in Spring
Grove. Further information on Park Street and Mount Street is provided in
paragraph 6 below of this Announcement.
In conjunction with the Offer, Park Street has entered into arrangements with
certain members of the Management Team of Spring Grove (being Kevin Childs,
Andrew Milne, Clark Ray and John Harrison) in relation to their participation in
the equity of Park Street and their service contracts going forward ("the
Management Proposals"). Details of these arrangements can be found in paragraph
8 of this Announcement. Full details will be included in Appendix II and
Appendix IV to the Offer Document to be posted to Spring Grove Shareholders
shortly.
In accordance with the City Code, these arrangements must be approved, by way of
an ordinary resolution taken on a poll, at an extraordinary general meeting of
the Independent Shareholders of Spring Grove. Details of the Spring Grove EGM
can be found in paragraph 11 of this Announcement.
The Independent Directors, Chris Phillips, Derek Short and Alan Walker, who have
been so advised by Shore Capital and Corporate Limited ("Shore Capital"),
consider the terms of the Offer and the Management Proposals to be fair and
reasonable. In providing advice to the Independent Directors, Shore Capital has
taken into account the commercial assessments of the Independent Directors.
The Independent Directors are unanimously recommending Spring Grove Shareholders
to accept the Offer.
Park Street has received irrevocable undertakings to accept the Offer from the
Directors of Spring Grove and other Spring Grove Shareholders in respect of
4,833,829 Spring Grove Shares representing 38.9 per cent of the current issued
share capital of Spring Grove. These undertakings will cease to be binding only
in the event of the Offer lapsing or being withdrawn, save for the undertakings
from other Spring Grove Shareholders in respect of 3,537,358 Spring Grove Shares
which, in respect of 2,254,358 Spring Grove Shares, will lapse in the event of a
higher third party offer being announced and which, in respect of 1,283,000
Spring Grove Shares, will lapse in the event of a higher third party offer being
announced if Park Street is unable to make an offer at least equal to such third
party offer within periods not exceeding 14 days after the announcement of such
third party offer.
2. The Offer
The Offer will be made on the following basis:
for each Spring Grove Share 43.125 pence in cash
The Offer values the entire existing issued ordinary share capital of Spring
Grove at approximately #5.36 million. This represents a premium of approximately
16.6 per cent to the Closing Price of 37.0 pence on 24 August 2004 (being the
last dealing day prior to the announcement of the Offer).
The Offer will be made to Independent Shareholders who hold, in aggregate,
7,595,096 Spring Grove Shares, and members of the Management Team in respect of
1,104,805 of their Spring Grove Shares. Together, the Spring Grove Shares
subject to the Offer represent 70 per cent of the issued share capital of Spring
Grove.
The Spring Grove Shares will be acquired by Park Street fully paid up and free
from all liens, equitable interests, charges, encumbrances and other third party
rights or interests 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 on or after 25 August 2004.
The Offer will be on the terms and will be subject to the conditions which are
set out in Appendix I of this Announcement and those terms which will be set out
in the Offer Document and such other terms as may be required to comply with the
City Code.
3. Inducement fee
Spring Grove has agreed to pay an inducement fee to Mount Street of #50,000 in
the event that either of the following should occur:
(i) the Independent Directors withdraw their recommendation of
the Offer; or
(ii) an announcement is made by a third party of a higher
competing offer which becomes or is declared unconditional in all respects.
4. Background to and reasons for the Offer
Mount Street believes that the addition of Park Street's controlling interest in
Spring Grove to its group of companies makes sound strategic sense.
Specifically, the combination will allow Mount Street in conjunction with Spring
Grove to enhance the service provided to its customers, diversify its activities
into the growing social housing sector and increase its customer numbers.
The acquisition:
* enhances Mount Street's positioning as a single-source solution
provider in property services by adding planned and reactive property
maintenance to Mount Street's capabilities;
* provides an additional revenue opportunity in a growing market;
* broadens the customer base for Mount Street and Spring Grove; and
* provides a solid platform for expansion from both a customer and
geographic perspective.
5. Information on Spring Grove
Spring Grove provides day-to-day repair services and a 24-hour call-out service
for tenants of social landlords, including housing associations and local
authorities across London and around the South East. The growth in the
Company's business comes from existing and new customers in the social housing
sector, reflecting its commitment to delivering value-added services and long
term partnering relationships.
Through its wholly-owned subsidiary, Robert Hawkins Contractors Limited, the
Spring Grove Group provides reactive maintenance to the commercial sector
including a number of High Street retailers.
In the year to 31 January 2004, Spring Grove reported turnover of #12,805,955
(2003: #10,792,813), a loss before tax of #23,950 (2003: profit #394,549) and a
loss after tax of #41,419 (2003: profit #257,077).
At 31 January 2004, Spring Grove had shareholders' funds of #3,209,120 (2003:
#3,250,539).
The interim results of Spring Grove for the six months ended 31 July 2004 are
being released by Spring Grove today.
6. Information on Park Street and Mount Street
Park Street is a private limited company registered in England and Wales and was
incorporated on 8 April 2004. Park Street has not traded since incorporation
except for the purposes of making the Offer.
The current directors of Park Street are Paul Ingram, Robert W Strawford and
John Barton.
Mount Street is a public limited company registered in England and Wales and was
incorporated on 16 December 1991. Mount Street is the holding company of a group
of property management companies whose activities comprise property management
and insurance services.
Mount Street is one of the largest residential property management companies in
the UK with over 100,000 units under management. The group offers customers a
single-source solution property service including insurance, legal services,
caretaking, surveying and facilities maintenance. The company is headquartered
in Hoddesdon, Hertfordshire and employs over 380 people at strategic locations
throughout the UK. Mount Street has grown organically and through acquisitions
since it was founded in 1991. The company services a wide range of customers
including many of the UK's leading housebuilders, as well as the residents'
associations of residential blocks.
The ordinary equity share capital of Park Street is currently owned by Mount
Street and will, following completion of the Shareholders' Agreement, be held as
to 30 per cent by the Managers and as to 70 per cent by Mount Street.
7. Financing arrangements
Full acceptance of the Offer (excluding those Spring Grove Shares which are to
be acquired outside the Offer under the Share Exchange Agreement) would result
in a maximum cash consideration of approximately #3.76 million being payable by
Park Street to Spring Grove Shareholders. The total consideration is to be
funded from the subscription by Mount Street for new preference share capital in
Park Street.
The financing from Mount Street is conditional inter alia upon the Offer
becoming or being declared unconditional in all respects.
8. Arrangements with the Management Team
The Managers will, under the terms of the Share Exchange Agreement, subject to
the Offer becoming or being declared unconditional in all respects and subject
to the Resolution being duly approved at the Spring Grove EGM by the Independent
Shareholders, exchange a portion of their beneficial holdings in Spring Grove,
amounting to 3,728,529 Spring Grove Shares (representing 30 per cent of the
currently issued share capital of Spring Grove), for shares in Park Street which
will constitute 30 per cent of the issued equity share capital in Park Street.
The Managers will be appointed directors of Park Street upon the Offer becoming
or being declared unconditional.
The Managers have also agreed to enter into amended service contracts with
Spring Grove, with effect from the Offer becoming or being declared
unconditional in all respects. The current service contracts of the Managers and
the proposed amendments to these service contracts will be summarised in the
Offer Document to be posted to Spring Grove Shareholders shortly.
Subject to the Offer becoming declared unconditional, John Harrison will be
appointed as non-executive chairman of Park Street and Clark Ray will continue
as finance director of Spring Grove and will be appointed a director of Park
Street.
Further details of the arrangements between Park Street and the Management Team
will be contained in Appendix II and Appendix IV to the Offer Document to be
posted to Spring Grove Shareholders shortly.
9. Management and employees
Mount Street and Park Street have given assurances to the Independent Directors
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of all the
employees of Spring Grove will be fully safeguarded.
10. Spring Grove Share Option Schemes
The Offer will extend to any Spring Grove Shares which are issued or
unconditionally allotted fully paid (or credited as fully paid) before the date
on which the Offer closes (or such earlier date as Park Street may, subject to
the City Code, determine being not earlier than the date on which the Offer
becomes or is declared wholly unconditional as to acceptances or, if later, the
first closing date of the Offer) pursuant to the exercise of options granted
under the Spring Grove Share Option Schemes.
11. Spring Grove EGM
In view of the interest of the Management Team under the terms of the Offer and
the arrangements with the Management Team summarised in paragraph 8 of this
Announcement, it is necessary under the City Code for such arrangements to be
approved by the Independent Shareholders at an extraordinary general meeting.
The Management Team will not be entitled to vote at the EGM in relation to their
respective Spring Grove shareholdings.
Park Street has received irrevocable undertakings to vote in favour of the
Resolution at the EGM from Independent Shareholders of Spring Grove holding
3,729,024 Spring Grove Shares representing 49.1 per cent of the Spring Grove
Shares eligible to vote at the EGM.
Details of the Spring Grove EGM and the notice of the Spring Grove EGM will be
contained in the Offer Document to be posted to Spring Grove Shareholders
shortly.
12. General
The Offer Document containing the full terms and conditions of the Offer will be
posted by Houlihan Lokey Howard & Zukin on behalf of Park Street to Spring Grove
Shareholders shortly.
Except in respect of the Spring Grove Shares for which Park Street has received
irrevocable undertakings from Spring Grove Shareholders to accept, or procure
acceptance of, the Offer (including the Spring Grove Shares held by the
Management Team), neither Park Street, nor any of the directors of Park Street,
nor, so far as Park Street is aware, any party acting in concert with Park
Street, owns or controls any Spring Grove Shares or holds any option to purchase
any Spring Grove Shares or has entered into any derivative referenced to Spring
Grove Shares which remains outstanding.
The Offer will be on the terms and will be subject to the conditions which are
set out in Appendix I of this Announcement and those terms which will be set out
in the Offer Document and such other terms as may be required to comply with the
City Code.
As at 24 August 2004, Houlihan Lokey Howard & Zukin (Europe) Limited had no
interest in any Spring Grove Shares.
This Announcement does not constitute an offer or an invitation to purchase any
securities.
Houlihan Lokey Howard & Zukin (Europe) Limited has approved the contents of this
Announcement for the purpose of Section 21 of The Financial Services and Markets
Act 2000.
Appendix II contains definitions of the terms used in this Announcement.
ENQUIRIES
Citigate Dewe Rogerson Tel: 020 7638 9571
Sarah Gestetner
Alexandra Scrimgeour
Alex Brown
Houlihan Lokey Howard & Zukin (Europe) Limited Tel: 020 7839 3355
Duncan Priston
Lee Yeomans
Shore Capital and Corporate Limited Tel: 020 7408 4090
Graham Shore
Simon Edwards
Houlihan Lokey Howard & Zukin (Europe) Limited, which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Park Street Holdings Limited and Mount Street Holdings PLC and no one else
in connection with the Offer and will not be responsible to anyone other than
Park Street Holdings Limited and Mount Street Holdings PLC for providing the
protections afforded to customers of Houlihan Lokey Howard & Zukin (Europe)
Limited nor for providing advice in relation to the Offer.
Shore Capital and Corporate Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Spring Grove
Property Maintenance PLC and no one else in connection with the Offer and will
not be responsible to anyone other than Spring Grove Property Maintenance PLC
for providing the protections afforded to customers of Shore Capital and
Corporate Limited nor for providing advice in relation to the Offer.
The Offer has not been and will not be made, directly or indirectly, in or into
the United States, Canada, Australia or Japan.
-ends-
PART 3 of 3
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
RECOMMENDED CASH OFFER
by
PARK STREET HOLDINGS LIMITED
for
SPRING GROVE PROPERTY MAINTENANCE PLC
APPENDIX I
CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 3.00 p.m. on 15 September 2004 (or such
later time(s) and/or date(s) as Park Street may, subject to the rules of the
City Code, decide) in respect of not less than 90 per cent (or such lesser
percentage as Park Street may decide) in nominal value of the Spring Grove
Shares to which the Offer relates, provided that, unless agreed by the Panel,
this condition will not be satisfied unless Park Street shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, Spring Grove
Shares carrying in aggregate more than 50 per cent of the voting rights then
normally exercisable at general meetings of Spring Grove, including for this
purpose, to the extent (if any) required by the Panel, any voting rights
attaching to any Spring Grove Shares unconditionally allotted or issued before
the time at which the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding subscription or
conversion rights or options or otherwise.
For the purposes of this condition:
(i) the expression "Spring Grove Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430(F) (inclusive) of the
Companies Act; and
(ii) shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry upon their
being entered into the register of members of Spring Grove;
(b) the approval by the Independent Shareholders of the Resolution at the
EGM;
(c) no government or governmental or quasi-governmental authority
(whether supra-national, national, regional, local or otherwise) or statutory or
regulatory or investigative body or other authority (including any anti-trust or
merger control authority), court, trade agency, association, institution or
professional or environmental body or (without prejudice to the generality of
all the foregoing) any other body or person (in each case) in any jurisdiction
(each a "Relevant Authority") having decided to intervene that would or might:
(i) make the Offer, its implementation or the proposed acquisition of
any Spring Grove Shares, or the acquisition by Park Street of any shares in or
control of Spring Grove, void, unenforceable or illegal in any jurisdiction or
otherwise directly or indirectly restrain, restrict, prohibit, delay or
otherwise adversely interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge or impede or
require amendment to the terms of, the Offer or the acquisition of any Spring
Grove Shares or the acquisition of control of Spring Grove;
(ii) impose any material limitation resulting in a material delay in
the ability of any member of the Park Street Group, or render any member of the
Park Street Group unable, to acquire all or some of the Spring Grove Shares or
other securities in Spring Grove or require, prevent or materially delay a
divestiture by the Park Street Group of any Spring Grove Shares or other
securities in Spring Grove;
(iii) require, prevent or materially delay the divestiture or alter the
terms of any proposed divestiture by the Park Street Group (in connection with
the Offer) or by the Spring Grove Group of all or any material part of their
respective businesses, assets or property or impose any material limitation on
the ability of any of them to conduct all or any material portion of their
respective businesses or to own all or any material portion of their respective
assets or property;
(iv) impose any material limitation on or result in a material delay in
the ability of any member of the Park Street Group or any member of the Spring
Grove Group to acquire or hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or the equivalent in any member of the Spring
Grove Group or to exercise management control over Spring Grove or any other
member of the Spring Grove Group;
(v) require any member of the Park Street Group or any member of the
Spring Grove Group to acquire or to offer to acquire or repay directly or
indirectly any shares or other securities or other interests in any member of
the Park Street Group or the Spring Grove Group owned by any third party;
(vi) impose any material limitation on the ability of any member of the
Spring Grove Group or the Park Street Group to co-ordinate or integrate its
business, or any material part of it, with the business of any other member of
the Spring Grove Group; or
(vii) otherwise materially and adversely affect the business, assets,
profits or prospects of any member of the Park Street Group or any member of the
Spring Grove Group;
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to intervene under the laws of any jurisdiction having
expired, lapsed or been terminated;
(d) all necessary filings or applications having been made, all
applicable waiting and other periods (including any extension thereof) under any
applicable legislation or regulations in any jurisdiction having expired, lapsed
or been terminated, in each case for or in respect of the Offer and the proposed
acquisition of any shares or other securities in, or control of, Spring Grove by
Park Street or any member of the Park Street Group, and all required
authorisations, orders, grants, recognitions, confirmations, consents,
clearances, licences, certificates, permissions, exemptions and approvals deemed
necessary or appropriate by Park Street acting reasonably in any jurisdiction
for or in respect of the Offer and the proposed acquisition of any shares or
other securities in, or control of, Spring Grove by Park Street or any member of
the Park Street Group or to carry on the business of any member of the Spring
Grove Group ("Authorisations") having been obtained on terms and in a form
satisfactory to Park Street (acting reasonably) from all Relevant Authorities,
or any other bodies, entities or persons whatever in any jurisdiction with whom
any member of the Spring Grove Group has entered into contractual arrangements
that are material in the context of the Spring Grove Group taken as a whole
(where, in the case of the carrying on of business of any member of the Spring
Grove Group, the absence of such Authorisations would have a material adverse
effect on the Spring Grove Group taken as a whole) and all such Authorisations
remaining in full force and effect and there being no intimation or notice of
any intention to revoke, suspend, restrict, materially modify or not renew any
of the same at the time at which the Offer becomes otherwise unconditional and
all necessary statutory or regulatory obligations in any jurisdiction which are
material in the context of the Offer, the proposed acquisition of any shares or
other securities in, or control of, Spring Grove by Park Street or any member of
the Park Street Group having been complied with;
(e) save as publicly announced by Spring Grove (by the delivery of an
announcement to a Regulatory Information Service) prior to 25 August 2004 or as
disclosed in writing by or on behalf of Spring Grove to Park Street or its
professional advisers on or prior to 25 August 2004 ("Disclosed"), there being
no provision of any agreement, arrangement, licence, permit, franchise or other
instrument to which any member of the Spring Grove Group is a party or by or to
which any such member or any of their assets may be bound, entitled or be
subject which, as a direct result of the Offer or an acquisition by Park Street
of the Spring Grove Shares or any of them, or change in the management or
control of Spring Grove or the acquisition of control of Spring Grove by Park
Street would or might reasonably be expected, to an extent which is material and
adverse in the context of the Spring Grove Group taken as a whole, to result in:
(i) any monies borrowed by, or any other indebtedness or liability
(actual or contingent) of, or any grant available to, any such member of the
Spring Grove Group being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in such
agreement, arrangement, licence, permit or other instrument, or the ability of
any such member to borrow monies or incur any indebtedness being, or becoming
capable of being, withdrawn or inhibited;
(ii) the rights, liabilities, obligations or interests of any other
member of the Spring Grove Group under any such agreement, arrangement, licence,
permit, franchise or other instrument or the interests or business of any such
member in or with any other firm or body or person (or any agreement or
arrangement relating to such interests or business) being terminated, or
adversely modified or affected or any adverse action being taken or any onerous
obligation or liability arising thereunder;
(iii) the interest or business of any member of the Spring Grove Group
in or with any person, firm, company or body (or arrangements relating to such
interest or business) being terminated or modified or affected;
(iv) any assets or interests of any member of the Spring Grove Group
being or falling to be disposed of or charged, or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any such member otherwise than in the ordinary
course of business;
(v) the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any such
member of the Spring Grove Group otherwise than in the ordinary course of
business, or any such security (wherever arising or having arisen) becoming
enforceable;
(vi) the respective value or financial or trading position or prospects
of any such member of the Spring Grove Group being prejudiced or adversely
affected;
(vii) any such member of the Spring Grove Group ceasing to be able to
carry on business under any name under which it presently does so; or
(viii) the creation of liabilities (actual or contingent) by any such
member of the Spring Grove Group; and
no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, franchise or other instrument to which any member
of the Spring Grove Group is a party or to which any member or any of its assets
may be bound, entitled or subject, could result in any of the events of
circumstances referred to in sub-paragraphs (i) to (viii) of this paragraph (e)
in any case to an extent which is or would be material and adverse in the
context of the Spring Grove Group taken as a whole.
(f) no member of the Spring Grove Group having since 31 January 2004
(save as disclosed in the annual audited accounts of Spring Grove or as
Disclosed or unless publicly announced by Spring Grove by delivery of an
announcement to the Company Announcements Office or a Regulatory Information
Service of the London Stock Exchange before 25 August 2004 by Spring Grove (such
information being "publicly announced")):
(i) (save as between a wholly-owned subsidiary of Spring Grove and
Spring Grove or another wholly-owned subsidiary of Spring Grove or upon the
exercise of rights to subscribe for Spring Grove Shares pursuant to the exercise
of options granted before 25 August 2004 under the Spring Grove Share Option
Schemes) issued or authorised or proposed or announced an intention to authorise
or propose the issue of 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 securities;
(ii) recommended, declared, paid or made or proposed to declare, pay
or make any bonus, dividend or other distribution in respect of the share
capital of Spring Grove;
(iii) (save for transactions between a wholly-owned subsidiary of
Spring Grove and Spring Grove or another wholly-owned subsidiary of Spring
Grove) merged with any body corporate or authorised or proposed or announced any
intention to propose any merger or demerger or (otherwise than in respect of
current assets in the ordinary course of business) acquired or disposed of or
transferred, mortgaged or encumbered any assets or any right, title or interest
in any assets or shares to an extent which is material in the context of the
Spring Grove Group taken as a whole;
(iv) made or authorised or proposed or announced its intention to
propose any material change in its share or loan capital;
(v) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change in its share capital in each case to an extent which is
material in the context of the Spring Grove Group taken as a whole;
(vi) issued, authorised or proposed or announced an intention to
authorise or propose the issue of any debentures or (save in the ordinary course
of business) incurred any indebtedness or become subject to any contingent
liability which is material in the context of the Spring Grove Group taken as a
whole;
(vii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary 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 or which involves or could
involve an obligation of a nature or magnitude in each case to an extent which
is material in the context of the Spring Grove Group taken as a whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction, arrangement or
commitment which would be restrictive to a material extent on the business of
any member of the Spring Grove Group or the Park Street Group;
(ix) entered into or varied the terms of any service agreement with any
of the directors of Spring Grove;
(x) made, or announced any proposal to make, any change or addition to
any retirement, death or disability benefit of or in respect of any of its
directors, senior employees, former directors or former senior employees;
(xi) save in the ordinary course of business, granted any lease or
third party rights in respect of any of the leasehold or freehold property owned
or occupied by it or transferred or otherwise disposed of any such property
which is or are material in the context of the Offer and the Spring Grove Group
taken as a whole;
(xii) waived or compromised any claim (otherwise than in the ordinary
course of business) which would be material in the context of the Spring Grove
Group taken as a whole;
(xiii) proposed any voluntary winding up or taken any corporate action
or had any legal proceedings instituted or threatened against it for its winding
up, dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or any
of its assets and revenues or any analogous or similar event having occurred in
any jurisdiction;
(xiv) been unable to pay its debts or having stopped or suspended payment
of its debts generally or ceased or threatened to cease carrying on all or a
significant part of its business; or
(xv) entered into any contract, commitment or agreement to, or passed
any resolution with respect to, or announced any intention to, or to propose to,
effect any of the transactions or events referred to in this paragraph (f);
(g) since 31 January 2004, save as publicly announced or Disclosed:
(i) no adverse change or, and no other circumstance having arisen
which would or might be likely to result in any adverse change, deterioration in
the business, assets, financial or trading position or profits or prospects of
any member of the Spring Grove Group having occurred which would be material to
the Spring Grove Group taken as a whole;
(ii) no contingent or other liability having arisen or become apparent
to Park Street or having been incurred which would or might be likely to
materially and adversely affect the Spring Grove Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced, instituted or threatened in writing by
or against or remaining outstanding against any member of the Spring Grove Group
or to which any member of the Spring Grove Group is party (whether as plaintiff
or defendant or otherwise) and which, in any case, is likely adversely to affect
such member of the Spring Grove Group to an extent which is material in the
context of the Spring Grove Group taken as a whole;
(iv) there having been no enquiry or investigation by or complaint or
reference to any Relevant Authority in respect of any member of the Spring Grove
Group and no such inquiry, investigation, complaint or reference having been
threatened in writing, announced or instituted or remaining outstanding which
would in any such case reasonably be expected materially and adversely to affect
the Spring Grove Group taken as a whole;
(v) there having been no change in any information supplied by or on
behalf of Spring Grove to Park Street prior to the date of the Offer in respect
of any actual or prospective litigation, arbitration proceedings, prosecution or
other legal proceedings to which Spring Grove is or may become a party and which
would reasonably be expected materially and adversely to affect the Spring Grove
Group taken as a whole; or
(vi) no steps having been taken which are likely to result in the
withdrawal, cancellation or termination or material modification of any
licences, patents or other intellectual property rights held by a member of the
Spring Grove Group which is likely materially and adversely to affect the Spring
Grove Group as a whole;
(h) save as Disclosed, Park Street not having discovered that:
(i) any financial, business or other information concerning the
Spring Grove Group which has been disclosed at any time, whether publicly or
otherwise, by or on behalf of any member of the Spring Grove Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading, where the
misrepresentation or omission is material to the Spring Grove Group taken as a
whole and which was not corrected by public announcement prior to the date
hereof; or
(ii) any member of the Spring Grove Group is subject to any liability,
contingent or otherwise, which is or might reasonably be expected to be material
in the context of the Spring Grove Group taken as a whole, and which is not
disclosed in the latest annual report and accounts of Spring Grove;
(i) save as Disclosed, Park Street not having discovered that:
(i) there is any obligation or liability (whether actual or
contingent) or a request by any Relevant Authority to make good, repair,
reinstate or clean up any property or other asset now or previously owned,
occupied or made use of by any past or present member of the Spring Grove Group,
or in which such member may now have or previously has had an interest under any
environmental legislation, regulation, decision or order of any Relevant
Authority which in the aggregate are material in the context of the Spring Grove
Group taken as a whole;
(ii) any past or present member of the Spring Grove Group has not
complied with any and/or all applicable legislation or regulations of any
jurisdiction (or any notices or requirements of any third party in any
jurisdiction) with regard to environmental, health or safety matters, including,
without limitation, the treatment, storage, disposal, pumping, pouring,
emptying, leaking, dumping, transportation, release, discharge, escape, emission
or spillage of any waste or hazardous substance or any substance likely to
impair the environment or natural resources or harm human health or property or
otherwise relating to environmental matters and which non-compliance would be
likely to give rise to any liability (whether actual or contingent) or cost on
the part of any member of the Spring Grove Group which in the aggregate is
material in the context of the Spring Grove Group taken as a whole;
(iii) there has been a storage, pumping, pouring, transportation,
disposal, discharge, spillage, release, escape, dumping, emptying, leak or
emission of any waste, hazardous substance or any substance likely to impair the
environment or natural resources or harm human health or property on, to, under
or from or generated from or disposed by any land or other asset or medium now
or previously owned, occupied, leased, operated or made use of or controlled by
any past or present member of the Spring Grove Group, or in which any such
member may now have or previously have had an interest, which would be likely to
give rise, directly or indirectly, to any liability or obligation (whether
actual or contingent) on the part of any member of the Spring Grove Group which
in the aggregate are material in the context of the Spring Grove Group taken as
a whole; or
(iv) circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be likely to lead to any Relevant Authority
instituting or requiring, or whereby the Park Street Group or any present member
of the Spring Grove Group would be likely to be required to institute an
environmental audit or any other steps which would in any such case be likely to
result in any actual or contingent liability or requirement to improve or
install new plant or equipment, to pay any fine or be subject to any legal
proceeding, or to make good, repair, reinstate, or clean up any land or other
asset now or previously owned, occupied or made use of by any member of the
Spring Grove Group or in which such member may now have or previously has had an
interest which in the aggregate are material in the context of the Spring Grove
Group taken as a whole; or
(v) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any present member of the Spring Grove Group which claim or
claims would be likely to affect adversely any member of the Spring Grove Group
in a manner which in the aggregate is material in the context of the Spring
Grove Group taken as a whole.
A Relevant Authority shall be regarded as having intervened for the purposes of
these conditions if it has taken, instituted or threatened to take any action,
proceedings, suit, investigation, enquiry or reference, or made, enacted or
proposed any statute, regulation, decision or order, or required or accepted any
undertaking, or taken any measures or other steps and "intervene" shall be
construed accordingly.
Park Street reserves the right to waive, in whole or in part, all or any of the
above conditions, except for condition (a). If Park Street is required by the
Panel to make an offer for Spring Grove Shares under the provisions of Rule 9 of
the City Code, Park Street may make such alterations to the above conditions of
the Offer including condition (a) as are necessary to comply with the provisions
of that Rule.
The Offer will lapse unless the conditions set out above are fulfilled or, if
capable of waiver, waived by Park Street no later than midnight on the day
falling 21 days after the first closing date of the Offer or the date on which
the Offer becomes or is declared unconditional as to acceptances, whichever is
the later, or such later date as the Panel may agree. Park Street shall be under
no obligation to waive or treat as satisfied any of the conditions (b) to (i) by
a date earlier than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that on such earlier date there are no
circumstances indicating that any of such conditions may not be capable of
fulfilment or satisfaction.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires:
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules of AIM
"Announcement" this announcement of the recommended offer for Spring Grove by Houlihan Lokey
Howard & Zukin on behalf of Park Street dated 25 August 2004
"Australia" the Commonwealth of Australia, its states, territories and possessions
"business day" a day, not being a Saturday, Sunday or public holiday, on which banks in the City
of London are normally open for business
"Board" or "Directors" the board of directors of either Spring Grove or Park Street as the context
requires
"Canada" Canada, its provinces and territories
"Capita IRG" Capita IRG Plc
"City Code" or "Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a Spring Grove Share as derived from the
AIM appendix to the Daily Official List
"Companies Act" Companies Act 1985 (as amended) of England and Wales
"Company" Spring Grove
"EGM" the extraordinary general meeting of Spring Grove Shareholders for the purpose of
approving the Resolution (and any adjournment)
"EGM Notice" the Notice convening the Spring Grove EGM which will be set out in the Offer
Document
"First Closing Date" 15 September 2004 or, if later, 21 days after the posting of the Offer Document
"Form of Acceptance" the form of acceptance relating to the Offer accompanying this document
"Houlihan Lokey Howard & Zukin" Houlihan Lokey Howard & Zukin (Europe) Limited
"Independent Directors" Chris Phillips, Derek Short and Alan Walker, being the independent directors of
Spring Grove
"Independent Shareholders" Spring Grove Shareholders (other than the members of the Management Team)
"Japan" Japan, its cities, prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange plc
"Management Proposals" the arrangements in relation to the Offer which have been agreed between the
Management Team and Park Street
"Management Team" Kevin Childs, Andrew Milne, Clark Ray and John Harrison, directors of Spring
Grove
"Managers" Kevin Childs and Andrew Milne, executive directors of Spring Grove and the
principal members of the Management Team
"Mount Street" Mount Street Street Holdings PLC
"Offer" the recommended offer to be made by Houlihan Lokey Howard & Zukin on behalf of
Park Street for the Spring Grove Shares and, where the context so requires, any
subsequent revision, variation, extension or renewal of such offer
"Offer Document" the document containing the Offer to be posted to Spring Grove Shareholders
shortly
"Offer Period" The period commencing on 25 August 2004 (being the date of this Announcement)
until the First Closing Date or, if this is later, the date when the Offer
becomes or is declared unconditional as to acceptances, or lapses
"Offer Price" 43.125 pence per Spring Grove Share
"Overseas Shareholders" Spring Grove Shareholders whose registered address is outside the UK or the
Channel Islands or who are citizens or residents of countries other than the UK
or the Channel Islands
"Panel" The Panel on Takeovers and Mergers
"Park Street" Park Street Holdings Limited
"Park Street Group" Mount Street and its subsidiary undertakings (including Park Street)
"Receiving Agent" Capita IRG Plc
"Resolution" the ordinary resolution set out in the EGM Notice to approve the Management
Proposals
"Restricted Jurisdiction" United States, Canada, Australia and/or Japan
"Share Exchange Agreement" the agreement dated 24 August 2004 between the Managers (1) and Park Street (2)
"Shareholders' Agreement" the agreement dated 24 August 2004 between the Managers (1) Mount Street (2) and
Park Street (3)
"Shore Capital" Shore Capital and Corporate Limited
"Spring Grove" or "the Company" Spring Grove Property Maintenance PLC
"Spring Grove Group" Spring Grove, its subsidiaries and its subsidiary undertakings
"Spring Grove Share Option Schemes" the Spring Grove Executive Share Option Scheme (1998), Spring Grove Approved
Share Option Scheme (2001), Enterprise Management Incentive Scheme (2001) and the
Unapproved Share Option Scheme (2001)
"Spring Grove Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares of
1 pence each in the capital of Spring Grove and any further such shares which are
issued or unconditionally allotted while the Offer remains open for acceptances
(or such earlier date as Park Street may, subject to the City Code, decide)
including those which are allotted or issued or granted or subscribed for upon
the exercise of any options granted under the Spring Grove Share Option Schemes
"Spring Grove Shareholder(s)" holder(s) of Spring Grove Shares
"subsidiary undertaking/associated shall be construed in accordance with the Companies Act
undertaking"
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia and any area subject to its
jurisdiction or any political subdivision thereof
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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