RNS Number:1727K
Montpellier Group PLC
17 April 2003
Montpellier Group plc
Cash Offer
by
Rowan Dartington & Co. Limited
on behalf of
Tobull Limited
for Bullough plc
This announcement is not for release, publication or distribution in, into
or from the United States, Canada, Australia or Japan
Montpellier announces that its wholly owned subsidiary, Tobull Limited
("Tobull") has today announced a firm intention to make an offer for the entire
issued share capital of Bullough plc, at a price of 12 pence per Bullough Share
("the Offer").
Full details of the Offer are set out below:
SUMMARY:
* The board of Tobull, a wholly owned subsidiary of Montpellier Group
plc, announces the terms of a cash offer, to be made by Rowan Dartington on
behalf of Tobull, for Bullough, valuing the existing issued ordinary share
capital of Bullough at approximately #6.38 million.
* The Offer will be 12 pence in cash per Bullough Share.
* The Offer Price represents a premium of approximately 85 per cent.
over the closing middle market price of 6.5 pence per Bullough Share on 16 April
2003, the business day immediately prior to the date of this announcement.
* Commenting on today's announcement, Ralph Baber, Chairman of Tobull,
said:
"12 months ago, on 16 April 2002, the closing mid-market price of Bullough
Shares was 24 pence. Since then, the share price has declined by approximately
by 72.3 per cent.
The company has in recent years suffered significant trading losses. Since the
year ended 31 December 2000 the company has incurred total after tax losses of
#18.5 million representing approximately 35 pence per share.
The Offer is being made at a significant premium to the current price of
Bullough Shares, and provides shareholders with the certainty of 12 pence in
cash."
ENQUIRIES:
Montpellier Group plc 0207 522 3200
Paul Sellars, Chief Executive
Tobull Limited 020 7522 3333
Ralph Baber, Chairman
Rowan Dartington & Co. Limited 0117 933 0020
John Wakefield, Director
Rowan Dartington, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Tobull as financial adviser within
the meaning of the Rules of the Financial Services Authority and for no one else
in connection with the Offer and is not advising any other person or treating
any other person as its client in relation thereto and will not be responsible
to anyone other than Tobull for providing the protections afforded to clients of
Rowan Dartington, or for providing advice to any other person in relation to the
Offer, the contents of this announcement or any other matter referred to herein.
This announcement is published on behalf of Tobull and has been approved by
Rowan Dartington & Co. Limited in accordance with the Financial Services and
Markets Act 2000.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States, Canada, Australia or Japan. This includes, but is not limited to,
facsimile or other electronic transmission, telex and telephone. Accordingly
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan.
The directors of Tobull and the directors of Montpellier (all of whose names are
set out below) accept responsibility for the information contained in this press
announcement other than that relating to Bullough and the directors of Bullough.
To the best of the knowledge and belief of the directors of Tobull and the
directors of Montpellier (each having taken all reasonable care to ensure that
such is the case), the information contained in this document for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The directors of Tobull are shown below. The registered office of Tobull is at
39 Cornhill, London EC3V 3NU.
Ralph Baber, Chairman
Claes Piehl, Executive Director
David Wood, Executive Director
Ewen Wigley, Executive Director
The directors of Montpellier are shown below. The registered office of
Montpellier is also at 39 Cornhill, London EC3V 3NU.
Cedric Scroggs, Non Executive Chairman
Peter Gyllenhammar, Non Executive Deputy Chairman
Paul Sellars, Managing Director
Roger Feast, Executive Director
This announcement is not for release, publication or distribution in, into
or from the United States, Canada, Australia or Japan
Cash Offer
by
Rowan Dartington & Co. Limited
on behalf of
Tobull Limited
for Bullough plc
1. Introduction
The board of Tobull, a wholly owned subsidiary of Montpellier, announces the
terms of a cash offer, to be made by Rowan Dartington on behalf of Tobull, to
acquire all of the issued, and to be issued, ordinary share capital of Bullough
(other than the 15,876,318 Bullough Shares already owned by Tobull).
2. The Offer
On behalf of Tobull, Rowan Dartington will offer to acquire, on the terms and
subject to the conditions to be set out or referred to in the Offer Document and
in the Form of Acceptance, all of the Bullough Shares (other than the Bullough
Shares already owned by Tobull) on the following basis:
for each Bullough Share 12 pence in cash
The Offer values Bullough's existing issued ordinary share capital at
approximately #6.38 million. The Offer price of 12 pence per Bullough Share
represents a premium of approximately 85 per cent. over the closing middle
market price of 6.5 pence per Bullough Share on 16 April 2003 (the business day
immediately prior to the making of this announcement).
3. Bullough Share Option Scheme
The Offer extends to any Bullough Shares unconditionally allotted, issued or
transferred while the Offer remains open for acceptance (or such earlier date as
Tobull may, subject to the City Code, determine, being not earlier than the date
on which the Offer becomes unconditional as to acceptances or, if later, the
first closing date of the Offer), including any Bullough Shares which are
unconditionally allotted or issued pursuant to the exercise of options granted
under the Bullough Share Option Scheme.
4. Information on Bullough
The Bullough Group is a manufacturing engineering group whose trading activities
are comprised in two divisions, Workplace Solutions and Temperature Control.
The Workplace Solutions division manufactures and supplies office furniture,
principally into the UK market. For the year ended 31 December 2002, it
achieved an operating loss from continuing operations of #5.4 million on sales
of #49.2 million.
The Temperature Control division designs and manufactures oil fired boilers and
gas fired warm air central heating units for the residential and public sector
markets. For the year ended 31 December 2002, it achieved an operating profit
from continuing activities of approximately #1.25 million on turnover of #19.3
million
For the year ended 31 December 2002, the Bullough Group reported a pre-tax loss
of #7.4 million on sales of #82.7 million, of which #68.5 million were from
continuing operations. Over the period since 1998, the Bullough Group's
turnover has decreased from over #111 million. It last made a profit in 2000
and has not paid a dividend in respect of any year since then. Over that
period, shareholders' funds have decreased by 50 per cent. from #46.8 million to
#23.3 million.
5. Information on Tobull and Montpellier
Tobull is a wholly owned subsidiary of Montpellier, set up specifically for the
acquisition of Bullough.
The principal activities of Montpellier are those of an investment company. Its
subsidiaries are engaged in construction, land and property development and
strategic investment management including corporate finance activities. These
activities are carried out in the United Kingdom and United States.
For the year ended 30 September 2002, Montpellier had turnover of #448 million
(year ended 30 September 2001: #312 million) and achieved profit before taxation
of #4.9 million (year ended 30 September 2001: #3.5 million). Earnings per
ordinary share (basic) for the year ended 30 September 2002 were 7.25 pence
(2001: 5.34p) and net assets per ordinary share as at 30 September 2002 were
approximately 44 pence (2001: 39p).
6. Background to and reasons for the Offer
Tobull is part of the investment division of Montpellier. The investment
division invests principally in businesses which are under-performing but
asset-backed with a view to identifying ways to realise the locked-in value.
The directors of Montpellier believe that the acquisition of Bullough by Tobull
is consistent with this strategy and represents an exciting opportunity to
acquire a well-established business operating in niche markets.
7. Management and employees
Tobull recognises the skills, technical ability and experience of the senior
management and employees of Bullough. The board of Tobull confirms that the
existing rights of all employees of the Bullough Group will be fully
safeguarded.
8. Financing of the Offer
The Offer is to be financed from a term loan facility and guarantee facility to
be provided by Bank of Scotland.
9. Further terms of the Offer
The Bullough Shares will be acquired by Tobull fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights of any nature whatsoever and together with all rights
now or hereafter attaching thereto, including, without limitation, the right to
receive and retain all dividends and other distributions declared, made or
payable on or after 17 April 2003, being the date of the announcement of the
firm intention to make the Offer.
The Offer will be made on the further terms and subject to the conditions which
are set out in Appendix I and to those terms which will be set out in the Offer
Document and in the Form of Acceptance, and such further terms as may be
required to comply with the appropriate rules and regulations of the City Code.
10. Cancellation of trading on the Alternative Investment Market (AIM) and
compulsory acquisition of Bullough Shares
On receipt of valid acceptances in respect of not less than 90 per cent. of the
Bullough Shares which are the subject of the Offer, Tobull intends to apply the
provisions of sections 428 to 430F of the Companies Act to acquire compulsorily
any Bullough Shares in respect of which valid acceptances have not been
received.
Further, Tobull intends to apply to the London Stock Exchange for the dealing
facility in Bullough Shares to be withdrawn as soon as it is appropriate and
possible to do so following the Offer becoming or being declared unconditional
in all respects.
11. The Offer Document
Rowan Dartington, which is acting as financial adviser to Tobull, will despatch
the Offer Document, together with the Form of Acceptance, within 28 days after
the date of this announcement.
12. General
Save as otherwise disclosed in this press announcement, neither Tobull, nor
Montpellier, nor any Tobull director, nor any Montpellier director nor, to the
best of Tobull's knowledge and belief, any person acting in concert with Tobull
for the purposes of the Offer, owns or controls any Bullough Shares or any
options to purchase any Bullough Shares or has entered into any derivative
referenced to securities of Bullough which remains outstanding.
Further details of the bases and sources of certain financial information in
this announcement are set out in Appendix II. Appendix III contains definitions
of the terms used in this announcement.
FOR FURTHER INFORMATION
Montpellier Group plc 0207 522 3200
Paul Sellars, Chief Executive
Tobull Limited 020 7522 3333
Ralph Baber, Chairman
Rowan Dartington & Co. Limited 0117 933 0020
John Wakefield, Director
Rowan Dartington, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Tobull as financial adviser within
the meaning of the Rules of the Financial Services Authority and for no one else
in connection with the Offer and is not advising any other person or treating
any other person as its client in relation thereto and will not be responsible
to anyone other than Tobull for providing the protections afforded to clients of
Rowan Dartington, or for providing advice to any other person in relation to the
Offer, the contents of this announcement or any other matter referred to herein.
This announcement is published on behalf of Tobull and has been approved by
Rowan Dartington & Co. Limited in accordance with Financial Services and Markets
Act 2000.
The Offer is not being made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States, Canada, Australia or Japan. This includes, but is not limited to,
facsimile or other electronic transmission, telex and telephone. Accordingly
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan.
The directors of Tobull and the directors of Montpellier accept responsibility
for the information contained in this press announcement, save that the only
responsibility accepted by the directors of Tobull and the directors of
Montpellier in respect of the information relating to the Bullough Group, which
has been compiled from published sources, has been to ensure that such
information has been correctly and fairly reproduced or presented. Save as
aforesaid, to the best of the knowledge and belief of the directors of Tobull
and the directors of Montpellier (who have taken all reasonable care to ensure
that such is the case), the information for which they are responsible contained
in this press announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Tobull are shown below. The registered office address of
Tobull is at 39 Cornhill, London EC3V 3NU.
Ralph Baber, Chairman
Claes Piehl, Executive Director
David Wood, Executive Director
Ewen Wigley, Executive Director
The directors of Montpellier are shown below. The registered office of
Montpellier is also at 39 Cornhill, London EC3V 3NU.
Cedric Scroggs, Non Executive Chairman
Peter Gyllenhammar, Non Executive Deputy Chairman
Paul Sellars, Managing Director
Roger Feast, Executive Director
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer by Rowan Dartington, on behalf of Tobull, will comply with the
applicable rules and regulations of the City Code.
Conditions of the Offer
1. The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (London time) on the first closing date of the Offer,
(or such later time(s) and/or date(s) as Tobull may, in accordance with the City
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Tobull may decide) in nominal value of Bullough Shares to which
the Offer relates, provided that this condition shall not be satisfied unless
Tobull shall have acquired or agreed to acquire, whether pursuant to the Offer
or otherwise, Bullough Shares carrying in aggregate more than 50 per cent. of
the voting rights then normally exercisable at general meetings of Bullough
including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Bullough Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise. For the purposes of this condition Bullough
Shares which have been unconditionally allotted but not issued shall be deemed
to carry the voting rights they will carry upon issue.
(b) the office of Fair Trading not having indicated that it is the intention
of the Secretary of State for Trade and Industry or, after the coming into force
of Part 3 of the Enterprise Act 2002, that it intends itself, to refer the
proposed acquisition of Bullough by Tobull, or any matters arising therefrom or
related thereto, to the Competition Commission.
(c) there being no provision of any agreement, arrangement, licence, permit,
franchise or other instrument to which any member of the wider Bullough Group is
a party or by or to which any member of the wider Bullough Group or any of its
assets may be bound, entitled or subject, which in consequence of the Offer or
the proposed acquisition of any shares or other securities in Bullough or
because of a change in the control or management of Bullough or otherwise, would
or could result in:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any such member being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, franchise or other
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or adversely affected or any
material obligation or liability arising thereunder on any member of the wider
Bullough Group or any adverse action being taken thereunder against any member
of the wider Bullough Group;
(iii) any assets or interests of any such member being disposed of or any
right arising under which any such asset or interest could be required to be
disposed of;
(iv) 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 or
any such security (whenever arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, of any such
member;
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 wider Bullough Group is a party, or by or to which any such member or any
of its assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (c);
(d) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a ''Third Party'') having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation, decision or
order, or having taken any other steps which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the wider Tobull Group or any
member of the wider Bullough Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any of
them to conduct their respective businesses (or any of them) or to own any of
their respective assets or properties or any part thereof;
(ii) require, prevent or delay the divestiture by any member of the wider
Tobull Group of any shares or other securities in Bullough;
(iii) impose any material limitation on, or result in a material delay in,
the ability of any member of the wider Tobull Group or of the wider Bullough
Group directly or indirectly to acquire or to hold or to exercise effectively
any rights of ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any member of the
wider Bullough Group or the wider Tobull Group or management control over any
such member;
(iv) make the Offer or its implementation or the acquisition or proposed
acquisition by any member of the wider Tobull Group of any shares or other
securities in, or control of, Bullough void, illegal, and/or unenforceable under
the laws of any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto, or otherwise
challenge or interfere therewith;
(v) require any member of the wider Tobull Group or the wider Bullough Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider Bullough Group or the wider Tobull Group
owned by any third party;
(vi) impose any limitation on the ability of any member of the wider Bullough
Group to co-ordinate its business, or any part of it, with the business of any
other member of the wider Bullough Group or any member of the wider Tobull
Group; or
(vii) otherwise adversely affect the business, assets, profits or prospects of
any member of the wider Tobull Group or of any member of the wider Bullough
Group in a manner which is adverse to, and material in the context of, the wider
Tobull Group or the wider Bullough Group respectively;
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or enact, make or propose any such statute,
regulation, decision or order or take any other such step under the laws of any
jurisdiction having expired, lapsed or been terminated;
(e) all necessary filings or applications in any relevant jurisdiction having
been made, all statutory or regulatory obligations in any relevant jurisdiction
having been complied with and all appropriate waiting periods and any other time
periods (including extensions thereto) under any applicable legislation or
regulations of any jurisdiction, having expired, lapsed or been terminated in
each case in connection with both the Offer or the acquisition by any member of
the wider Tobull Group of any shares or other securities in, or control of,
Bullough and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate for or in respect of both the Offer and the proposed acquisition of
any shares or other securities in, or control of, Bullough by any member of the
wider Tobull Group having been obtained in terms and in a form satisfactory to
Tobull from all appropriate third parties or persons or bodies with whom any
member of the wider Bullough Group has entered into contractual arrangements and
all such authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals, together with all
authorisations, orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the
business of any member of the wider Bullough Group remaining in full force and
effect and all filings necessary for such purpose having been made and there
being no notice or intimation of any intention to revoke or not to renew any of
the same and all necessary statutory or regulatory obligations, authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals in any jurisdiction having been complied with;
(f) no member of the wider Bullough Group having, since 31 December 2002:
(i) save as between Bullough and wholly-owned subsidiaries of Bullough,
issued, agreed to issue, authorised or proposed the issue of additional shares
of any class;
(ii) save as between Bullough and wholly-owned subsidiaries of Bullough,
issued, agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Bullough Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make to
Bullough Shareholders any bonus, dividend or other distribution whether payable
in cash or otherwise;
(iv) save for intra-Bullough Group transactions, merged or demerged with any
body corporate or acquired or disposed of or transferred, mortgaged or charged
or created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised or proposed
or announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or the creation of any security interest or
undertaken any liability (in each case other than in the ordinary course of
business) which is material in the context of the Bullough Group;
(v) save for intra-Bullough Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or save in
the ordinary course of business (and save for intra-Bullough Group transactions)
incurred or increased any indebtedness or become subject to any contingent
liability;
(vii) 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 to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or (otherwise
than in the ordinary course of business) any other transaction or arrangement or
entered into or changed the terms of any contract or arrangement with any
director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long-term, onerous
or unusual nature or magnitude or which is or could be restrictive on the
businesses of the wider Bullough Group or which involves or could involve an
obligation of such a nature or magnitude or which is other than in the ordinary
course of business and which is material in the context of the Bullough Group;
(x) (other than in respect of a member which is dormant and was solvent at
the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) 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 or ceased (or threatened to cease) carrying on all or a substantial part
of its business;
(xii) entered into any contract, transaction, agreement or arrangement which
would be materially restrictive on the business of any member of the wider
Bullough Group or any member of the wider Tobull Group;
(xiii) made any amendment to its memorandum or articles of association or
equivalent documents;
(xiv) waived or compromised any claim otherwise than in the ordinary course of
trading; or
(xv) entered into any contract, commitment, arrangement or agreement or passed
any resolution or made any offer which remains open for acceptance with respect
to, or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this paragraph (f);
(g) since 31 December 2002:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the wider Bullough Group which is material in the context of the wider Bullough
Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Bullough Group is or may become a
party (whether as a plaintiff, defendant or otherwise) and no investigation
against or in respect of any member of the wider Bullough Group having been
instituted, announced or threatened by or against or remaining outstanding in
respect of any member of the wider Bullough Group which in any such case would
or could adversely affect any member of the wider Bullough Group to an extent
which is material in the context of the wider Bullough Group taken as a whole;
(iii) no contingent or other liability having arisen which would or could
materially and adversely affect any member of the wider Bullough Group; and
(iv) no steps having been taken which would or could result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the wider Bullough Group which is necessary for the proper carrying on
of its business and which is material in the context of the wider Bullough
Group;
(h) Tobull not having discovered:
(i) that any financial, business or other information concerning any member
of the wider Bullough Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the wider Bullough Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading; or
(ii) that any member of the wider Bullough Group is subject to any
liability, contingent or actual, which is not disclosed in the annual report and
accounts of Bullough for the year ended 31 December 2002 and which is material
in the context of the wider Bullough Group;
(i) Tobull not having discovered that:
(i) any member of the wider Bullough Group has failed to comply with any
applicable legislation or regulation of any relevant jurisdiction with regard to
the disposal, spillage, release, discharge, leak, production or emission of any
waste or hazardous substance or any substance likely to harm human health or
animal health or the environment, or that there has otherwise been any such
disposal, spillage, release, discharge, leak, production or emission (whether or
not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken place) any of
which disposal, spillage, release, discharge, leak, production or emission would
or could, if known to any third party, give rise to any liability actual or
contingent on the part of any member of the wider Bullough Group and which would
or could affect materially and adversely the wider Bullough Group; or
(ii) there is, or is likely to be, for any reason whatsoever any liability
(actual or contingent) of any member of the wider Bullough Group to remediate
and / or ameliorate any property, structure or building or any controlled waters
or any other asset, now or previously owned, occupied, operated or made use of
or controlled by any member of the wider Bullough Group, under any environmental
legislation, regulation or order of any government, governmental,
quasi-governmental or state or local government, supranational, statutory or
other regulatory body, agency or court in any relevant jurisdiction and which
would or could affect materially and adversely the wider Bullough Group; or
(iii) circumstances exist whereby any third party or any other person or
class of persons would be likely to have any claim or claims in respect of any
product, including by-products and waste, or process of manufacture or materials
used therein now or previously manufactured, sold or in any way carried out by
any past or present member of the wider Bullough Group which claim or claims
would or could affect materially and adversely the wider Bullough Group.
Subject to the requirements of the Panel, Tobull reserves the right to waive, in
whole or in part, all or any of the above conditions, except condition (a) and
(b).
Tobull shall be under no obligation to waive or treat as satisfied any of the
conditions (c) to (i) (inclusive) by a date earlier than the latest date
specified below for the satisfaction thereof, notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Tobull is required by the Panel to make an offer for Bullough Shares under
the provisions of Rule 9 of the City Code, Tobull may make such alterations to
any of the above conditions 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 or, where appropriate, have been determined by Tobull
in its reasonable opinion to be or to remain satisfied no later than 21 days
after the first closing date of the Offer or after 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.
The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. on 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.
The Offer will be governed by English law and be subject to the jurisdiction of
English courts.
APPENDIX II
BASES AND SOURCES
(i) Tobull Limited was incorporated on 13 April 2003 and has not
yet produced statutory accounts.
Unless otherwise stated, the financial information concerning Montpellier has
been extracted from Montpellier's report and accounts for the year ended 30
September 2002 or has been supplied by Montpellier. Unless otherwise stated,
the financial information concerning Bullough has been extracted from Bullough's
report and accounts for the year ended 31 December 2002 or other published
sources.
(ii) The value of the Offer assumes that there are currently
53,172,410 Bullough Shares in issue.
(iii) The closing middle market price of Bullough Shares is derived
from the AIM Appendix to the Daily Official List for the relevant date.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" or "Companies Act" the Companies Act 1985, as amended
"Bullough Group" Bullough, its subsidiaries and subsidiary undertakings
"Bullough Share Option Scheme" the Bullough Executive Share Option Scheme
"Bullough Shareholders" holders of Bullough Shares
"Bullough Shares" the existing unconditionally allotted or issued and fully paid ordinary
shares of 20p each in the capital of Bullough and any further such
shares which are unconditionally allotted or issued while the Offer
remains open for acceptance (or by such earlier date or dates as Tobull
may, subject to the City Code, decide)
"Bullough" Bullough plc
"business day" a day (other than a Saturday or Sunday) on which banks are generally
open in London for usual business
"City Code" the City Code on Takeovers and Mergers
"Daily Official List" the London Stock Exchange Daily Official List
"Form of Acceptance" the form of acceptance and authority relating to the Offer which is to
be despatched with and accompany the Offer Document
"London Stock Exchange" London Stock Exchange plc
"Montpellier" Montpellier Group plc
"Montpellier Group" Montpellier, its subsidiaries and subsidiary undertakings
"Offer Document" the document to be sent to Bullough Shareholders containing and setting
out the terms and conditions of the Offer
"Offer Period" the period commencing on 17 April 2003 (the date of the announcement by
Tobull of a firm intention to make an offer for Bullough) until
whichever of the following dates shall be the latest: (i) 3.00 pm on the
first closing date of the Offer; (ii) the time and date on which the
Offer becomes unconditional; and (iii) the time and date on which the
Offer lapses
"Offer" the offer to be made by Rowan Dartington on behalf of Tobull to acquire
all of the Bullough Shares (save for the Bullough Shares already owned
by Tobull) on the terms and subject to the conditions set out in the
Offer Document and the Form of Acceptance and including, where the
context so requires, any subsequent revision, variation, extension or
renewal of such offer
"Panel" the Panel on Takeovers and Mergers
"Rowan Dartington" Rowan Dartington & Co. Limited
"Securities Act" the United States Securities Act of 1933 as amended
"Tobull" Tobull Limited, a wholly owned subsidiary of Montpellier
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US Persons" has the meaning given to it by Regulation S under the Securities Act
"USA" or "United States" the United States of America, its territories and possessions, any state
of the United States and the District of Columbia and any other areas
subject to its jurisdiction
"wider Bullough Group" Bullough and its subsidiary undertakings, associated undertakings and
other undertakings in which Bullough and/or such undertakings
(aggregating their interests) have a significant interest
"wider Tobull Group" Tobull and its parent undertaking, associated undertakings and other
undertakings in which Tobull and/or such undertakings (aggregating their
interests) have a significant interest
In relation to the definitions of wider Tobull Group and wider Bullough Group
"parent undertaking", ''subsidiary undertaking'', ''associated undertaking'' and
''undertaking'' have the meanings given by the Companies Act, other than
paragraph 20(1)(b) of Schedule 4A to the Companies Act which shall be excluded
for this purpose, and ''significant interest'' means an interest in ten per
cent. or more of the equity share capital (as defined in the Companies Act).
This information is provided by RNS
The company news service from the London Stock Exchange
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