Argent Group PLC - Offer by BriTel Property-Pt.2
04 Luglio 1997 - 9:32AM
UK Regulatory
RNS NO 9603Q
ARGENT GROUP
4th July 1997
PART II
Not for release, publication or distribution in or into the
United States of America, Australia, Canada or Japan
APPENDIX 1
Condition and Further Terms of the Offer
1. Condition of the Offer
The Offer will be conditional upon valid acceptances being
received (and not, where permitted, withdrawn) by 3.00 p.m.
on the first closing date of the Offer (or such later
time(s) and/or date(s) as the Offeror may, subject to the
rules of the City Code, decide) in respect of Argent Shares
which, taken together with any Argent Shares the Offeror
has acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, carry, in aggregate, more than 50 per
cent. of the voting rights then exercisable at general
meetings of Argent including for this purpose, to the
extent (if any) required by the Panel, any such voting
rights attaching to any Argent Shares that may be
unconditionally allotted or issued before the Offer becomes
or is declared unconditional as to acceptances pursuant to
the exercise of any outstanding conversion or subscription
rights or otherwise; and, for this purpose, (A) the
expression "Argent Shares to which the Offer relates" shall
be construed in accordance with Sections 428 to 430F of
the Companies Act 1985 and (B) shares which have been
unconditionally allotted shall be deemed to carry the
voting rights which they will carry upon issue.
2. Further Terms of the Offer
(a) The Offer will lapse if the acquisition of Argent is
referred to the Monopolies and Mergers Commission
before 3.00 p.m. on the first closing date of the
Offer or the date when the Offer is declared or
becomes unconditional as to acceptances, whichever is
the later.
(B) The Offer will comply with the rules and regulations
of the London Stock Exchange and with the City Code.
(C) The Offer will extend to Argent Shares in issue on the
date on which the Offer is made and to any further
such shares which are unconditionally allotted or
issued after the date on which the Offer is made and
before the date on which the Offer closes (or such
earlier date as the Offeror may decide) including any
Argent Shares which are unconditionally allotted or
issued on the exercise of options granted under the
Argent Share Option Schemes.
(D) The Argent Shares are to be acquired by the Offeror
fully paid and free from all liens, equities, charges,
encumbrances and other interests and together with all
rights now or hereafter attaching thereto, including
the right to receive and retain all dividends and
other distributions declared, made or paid hereafter.
APPENDIX 2
Particulars of the Loan Notes
The Loan Notes to be issued by the Offeror pursuant to the Loan
Note Alternative will be constituted by the Loan Note Instrument
to be executed by the Offeror and BriTel Fund Trustees Limited
("BFTL") which will contain (inter alia) provisions to the
following effect:
1. The Loan Notes will be issued by the Offeror in amounts and
integral multiples of #1 and will be guaranteed by BFTL
acting at the direction of the Trustees of the BT Pension
Scheme and in its capacity as the custodian trustee of the
Trustees of the BT Pension Scheme. The Loan Note
Instrument will not contain any restrictions on borrowing,
disposals or charging of assets by the Offeror.
2. Interest on the Loan Notes will accrue from day to day and
will be calculated on the basis of a 365 day year and will
be payable (after deduction of tax) twice yearly in arrears
on 30 June and 31 December in each year (each an "Interest
Payment Date") or, if any such day is not a business day,
on the immediately preceding business day in respect of the
period (an "Interest Period") starting on the previous
Interest Payment Date and ending on the day before the next
Interest Payment Date. The first payment of interest on
the Loan Notes will be made on 31 December, 1997 and will
be in respect of the period starting on the date of the
issue of the relevant Loan Notes and ending on (but
excluding) 31 December, 1997 and this period is also called
an "Interest Period".
3. The rate of interest on the Loan Notes for each Interest
Period will be the rate per annum calculated by the Offeror
to be one per cent. below the rate per annum of the offer
quotation for deposits in sterling for an Interest Period
which appears on Telerate page 3750 at or about 12.00 noon
(showing the rate as at or about 11.00 a.m.) on the first
day of the relevant Interest Period except that in the case
of the first Interest Period (being from the date of the
issue of the relevant Loan Notes to 31December 1997) such
calculation will be made on the day on which the relevant
Loan Notes are issued or, if such a day is not a business
day, on the next succeeding business day (the "Calculation
Day"). If no such offer quotation as at or about 11.00
a.m. appears on Telerate Page 3750 on or before 3.00 p.m.
on the Calculation Day, the rate of interest for each
Interest Period shall be the arithmetic mean (rounded
upward to the nearest five decimal places) of the offer
quotations for sterling deposits for a period equal, or as
nearly equal as possible, to an Interest Period which
appear on the Reuters Screen LIBP Page at or about 11.00
a.m. on the Calculation Day. Any calculation of the rate
of interest and of each such interest amount shall, in the
absence of manifest error, be final and binding. If a rate
of interest cannot be established for any Interest Period,
then the rate of interest on the Loan Notes for such
Interest Period shall be calculated by reference to a rate
one per cent below such rate as the Offeror shall determine
on the basis of quotations made by reference to a London
clearing bank or a group of London clearing banks as
reasonably selected by the Offeror or (failing which) to
rates offered in any other sterling inter-bank market or
markets as the Offeror may reasonably select and if a rate
of interest cannot be established in accordance with the
above provisions for any Interest Period then the
applicable rate of interest shall be the same as that
applicable to the Loan Notes during the previous Interest
Period.
4. A holder of Loan Notes ("Noteholder") shall be entitled to
require the Offeror to redeem all or any part (being #1,000
nominal or an integral multiple thereof) of his holding of
Loan Notes at par, together with accrued interest (after
deduction of tax), on any Interest Payment Date falling on
or after 30 June, 1998 in any of the years 1998 to 2002
inclusive by giving not less than 15 days' notice in
writing to the Offeror before that Interest Payment Date.
On the due date of redemption, the Offeror shall redeem the
Loan Notes at par together with accrued interest (after
deduction of tax) up to but excluding that date.
5. If at any time, the principal amount of Loan Notes
outstanding is less than or equal to #250,000 the Offeror
may by giving to the remaining Noteholders not less than 30
days' notice expiring on any Interest Payment Date falling
on or after 30th June, 1998 and before 31 December, 2002,
redeem on that Interest Payment Date all (but not some
only) of the outstanding Loan Notes at par together with
accrued interest (after deduction of tax) up to but
excluding that Interest Payment Date. The Offeror will
have the right on any Interest Payment Date falling on or
after 30 June 1998 to redeem the Loan Notes at par together
with accrued interest (after deduction of tax) on no less
than one month's notice at any time if interest payable
under the Loan Notes is reasonably expected by it to fall
to be treated as a distribution for corporation tax
purposes.
6. Each Noteholder shall be entitled to require all or any
part (being #1,000 nominal or an integral multiple thereof)
of the Loan Notes to be repaid at par together with accrued
interest (after deduction of tax) up to but excluding the
date of redemption upon written notice by such Noteholder
to the Offeror upon the occurrence of any of the following
events:
(a) the passing of a resolution by the Offeror for its
winding-up or the making by a Court of competent
jurisdiction of an order for the winding-up of the
Offeror or the dissolution of the Offeror otherwise
than, in each case, for the purposes of a solvent
amalgamation or reconstruction;
(b) the making of an administration order in relation to
the Offeror or the appointment of a receiver over, or
the taking into possession or sale by an encumbrancer
of, any of the assets of the Offeror where any
relevant order is not stayed within a period of seven
days;
(c) the making by the Offeror of an arrangement or
composition with its creditors generally or the making
by the Offeror of an application to a court of
competent jurisdiction for protection of its creditors
generally; or
(d) the failure of the Offeror to meet its payment
obligations to holders of Loan Notes under the Loan
Note Instrument within 14 days of the due date for
payment.
7. Any Loan Notes not previously purchased or redeemed
will be redeemed at par on 31 December, 2002 together with
accrued interest (after deduction of tax) up to but
excluding that date.
8. The Offeror will be entitled at any time on or after 30
June, 1998 to purchase Loan Notes at any price by tender,
private treaty or otherwise by agreement with the relevant
Noteholder(s).
9. No application has been made or will be made to any stock
exchange for the Loan Notes to be listed or dealt in.
10 The Offeror may, without the consent of the Noteholders but
subject to the prior written consent of BFTL (not to be
unreasonably withheld), substitute any other company which
is a member of the BriTel Group (being the group of
companies comprising the company and its subsidiaries) in
place of the Offeror as the principal debtor under the Loan
Note Instrument but in such event the Loan Notes will
continue to be unconditionally guaranteed as to both
principal and interest by BFTL.
11. Noteholders will cease to be entitled to amounts due in
respect of interest which remains unclaimed for a period of
five years and to amounts due in respect of principal which
remains unclaimed for periods of ten years, in each case
from the date on which the relevant payment first became
due.
12. The provisions of the Loan Note Instrument and the rights
of the Noteholders against the Offeror may from time to
time be modified, abrogated or compromised in any respect
with the sanction of an Extraordinary Resolution of the
Noteholders, as defined in the Loan Note Instrument, and
with the consent of the Offeror and BFTL.
13 Transfers of Loan Notes to or for the benefit of persons in
or resident in the USA, Canada, Australia, Japan or the
Republic of Ireland are forbidden, and other restrictions
with respect to those countries apply, as set out in the
Loan Note Instrument.
14. The Loan Notes and the Loan Note Instrument will be
governed by and construed in accordance with English Law.
The above represents a summary of the terms of the Loan Notes
and is subject to the detailed provisions of the Loan Note
Instrument which will govern the rights and obligations of the
Offeror and the Noteholders with respect to the Loan Notes.
APPENDIX 3
Financial Effects of Acceptance
(a) Capital value
The following table shows, for illustrative purposes only
and on the bases and assumptions set out in the notes
below, the financial effects of acceptance of the Offer on
capital value for a holder of one Argent Share, if the
Offer becomes or is declared unconditional in all respects.
Cash
Consideration
Notes (p)
Argent share price (i) 450
Consideration 375
----
Decrease in capital value 75
----
This represents a decrease of 16.7%
(b) Income
The following table shows, for illustrative purposes only
and on the bases and assumptions set out in the notes
below, the financial effects of acceptance of the Offer on
income for a holder of one Argent Share, if the Offer
becomes or is declared unconditional in all respects.
Cash
Consideration
Notes (p)
Gross income from re- (ii)
investment of consideration 26.4
Gross income from one
Argent share (iii) 0.0
----
Increase in income 26.4
----
Notes:
(i) The market value shown in the table for Argent shares is
based on the middle-market quotation (as derived from SEAQ)
of 450p per Argent share on 3 July 1997, the last dealing
day before the making of this announcement.
(ii) The cash consideration is assumed to be re-invested so as
to yield 7.04 per cent. gross per annum, being the FT-
Actuaries Fixed Interest Index average gross redemption
yield for British Government medium coupon five-year
securities as published in the Financial Times 3 July 1997,
the latest practicable date prior to the making of this
announcement.
(iii)The directors of Argent did not recommend the payment of a
dividend for the year ended 31st December, 1996.
(iv) No account has been taken of any potential liability to
taxation.
APPENDIX 4
Vendor Shareholders
Name Number of Argent Shares
Cotillion Trust Company Limited 1,500,000
David John Freeman 125,000
The executor of the estate of
Iris Margaret Freeman 125,000
Michael Ian Freeman 969,990
Peter Geoffrey Freeman 526,990
Tania Freeman 73,000
Warburg, Pincus Investors, L.P. 13,846,467
Chasophie Ltd 1,621,680
Incagrove Ltd 875,000
A F Portfolio Ltd 3,507,500
Henry Laurence and Sylvia Laurence 166,950
Robert Adam Laurence 542,370
----------
23,879,947
----------
APPENDIX 5
Definitions
The following definitions apply throughout this document unless
the context requires otherwise:
"the Acquisition" the acquisition by BriTel
Property of 23,879,947 Argent
Shares from the shareholders
listed in Appendix 4
"ADC " Argent Development Consortium
Limited
" Argent Group" Argent Group plc and its
subsidiaries
" Argent or the Company" Argent Group plc
" Argent Shares" the existing issued and full
paid ordinary shares of 10
pence each in Argent
"BriTel Property or the BriTel Property Acquisitions
Offeror" Limited
"BT Pension Scheme Group" The BT Pension Scheme and any
companies wholly owned by it
"Cazenove" Cazenove & Co.
"the City Code" The City Code on Take-overs and
Mergers
"the Freeman brothers" Michael and Peter Freeman
"Loan Notes" the BriTel Property loan notes
being offered under the loan
note alternative
"the London Stock Exchange" the London Stock Exchange
Limited
"Offer" the offer to be made by
Rothschilds on behalf of the
Offeror to acquire the Argent
Shares not already owned by the
Offeror
"the Panel" The Panel on Takeovers and
Mergers
"Rothschilds" N M Rothschild & Sons Limited
"Schroders" J. Henry Schroder & Co. Limited
"Shareholders" holders of Argent Shares
"Vendor Shareholders" the persons listed in Appendix 4
END
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