RNS No 6827u
HODDER HEADLINE PLC
24 May 1999
Part 2
Not for release, distribution or publication
in or into the USA, Canada, Australia, or Japan
APPENDIX I
Conditions and certain further terms of the Offer
The Offer, which will be made by Schroders on behalf of WH Smith, will comply
with the City Code, will be governed by English law and will be subject to the
jurisdiction of the courts of England and to the terms and conditions set out
below and as set out in the Offer Document and Form of Acceptance.
Part A: 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(a) valid acceptances being received (and not, where permitted, withdrawn) by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 3.00pm (London time) on the first closing date of the
Offer (or such later time(s) and/or date(s) as WH Smith may, subject to
the rules of the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as WH Smith may decide) in nominal value
of Hodder Headline Shares to which the Offer relates, provided that this
condition will not be satisfied unless WH Smith (together with any other
member of the WH Smith Group) shall have acquired or agreed to acquire
(pursuant to the Offer or otherwise) Hodder Headline Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Hodder Headline including, for this
purpose, to the extent (if any) required by the Panel, any such voting
rights attributable to or attaching to any Hodder Headline Shares which
have been unconditionally allotted or issued before the date on which the
Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of conversion or subscription rights or
otherwise, and for the purpose of this condition:
(i) the expression "Hodder Headline Shares to which the Offer relates"
shall be construed in accordance with Sections 428 to 430(F) of
the Companies Act; and
(ii) Hodder Headline Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights they will
carry upon their being entered in the register of members of Hodder
Headline;
(b) the Office of Fair Trading indicating, in terms reasonably satisfactory
to WH Smith, that it is not the intention of the Secretary of State for
Trade and Industry to refer the proposed acquisition of Hodder Headline
by WH Smith, or any matter arising therefrom, to the Competition
Commission;
(c) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, trade agency, professional
association, institution, court or any other person or body whatsoever in
any jurisdiction (each a "Third Party") having instituted, implemented or
threatened, or having decided to institute, implement or threaten, any
action, proceeding, suit, investigation, enquiry or reference or having
made, proposed or enacted or required any action to be taken or
information to be provided which would or might reasonably be expected
to:
(i) make the Offer or its implementation or the proposed acquisition
by WH Smith of any or all of the Hodder Headline Shares, or the
proposed acquisition of control of Hodder Headline by the WH Smith
Group, void, illegal or unenforceable under the laws of any
relevant jurisdiction, or restrict, prohibit or otherwise delay or
otherwise interfere with the implementation of, or impose
additional materially adverse conditions or obligations with
respect to, or otherwise materially challenge, the Offer or the
acquisition of any or all of the Hodder Headline Shares or control
of Hodder Headline by the WH Smith Group;
(ii) require the divestiture by WH Smith or any member of the Wider WH
Smith Group or by Hodder Headline or any member of the Hodder
Headline Group of all or any material portion of their respective
businesses, assets or properties or impose any material limitation
on the ability of any of them to conduct their respective
businesses or to own their respective assets or property or any
material part of them;
(iii) impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider WH Smith Group to
acquire, directly or indirectly, or to hold or exercise
effectively all or any rights of ownership in respect of Hodder
Headline Shares or other securities (or the equivalent) in any
member of the Hodder Headline Group or to exercise management
control over any such member;
(iv) save pursuant to the Offer or Part XIIIA of the Companies Act,
require any member of the Wider WH Smith Group or the Hodder
Headline Group to offer to acquire any shares in any member of the
Hodder Headline Group owned by any third party;
(v) result, directly or indirectly, in a material delay in the ability
of any member of the WH Smith Group, or render any member of the
WH Smith Group unable, to acquire some or all of the Hodder
Headline Shares; or
(vi) otherwise materially adversely affect the business, profits or
prospects of any member of the Hodder Headline Group or, as a
consequence of the Offer, the Wider WH Smith Group, in each case
in a manner which would be material in the context of the relevant
group taken as whole; and
all applicable waiting and other time periods during which any Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of
any jurisdiction having expired, lapsed or been terminated;
(d) all necessary filings having been made and all appropriate waiting
periods (including any extension(s) thereof) under any applicable
legislation or regulation in any jurisdiction having expired, lapsed or
been terminated and no notice of any intention to revoke any of the same
having been received, in each case as may be necessary in connection with
the Offer or the acquisition by any member of the Wider WH Smith Group of
any securities in, or control of, Hodder Headline and all authorisations,
orders, recognitions, grants, consents, clearances, confirmations,
licences, permissions and approvals necessary or appropriate for or in
respect of the Offer or the proposed acquisition of any securities in, or
control of, Hodder Headline by any member of the Wider WH Smith Group
having been obtained in terms and in a form reasonably satisfactory to WH
Smith from all appropriate Third Parties or persons with whom any member
of the Hodder Headline Group has entered into contractual arrangements
and all such authorisations, orders, recognitions, grants, consents,
clearances, confirmations, licences, permissions and approvals remaining
in full force and effect at the time the Offer becomes otherwise
unconditional and there being no intimation of any intention to revoke or
amend or not to renew the same in connection with the Offer under the
laws or regulations of any jurisdiction and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with
which could or might reasonably be expected to be material in the context
of the Offer and of the Wider Hodder Headline Group taken as a whole;
(e) save as disclosed in writing to WH Smith prior to 22 May 1999 or as
disclosed in the Annual Report and Accounts of Hodder Headline for the
year ended 31 December 1998 or as publicly announced by Hodder Headline
prior to 22 May 1999, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member
of the Hodder Headline Group or any partnership or company in which any
member of the Hodder Headline Group has a substantial interest (an
"associate"), is a party or by or to which any such member or associate
or any other of their respective assets may be bound or be subject which
could, in consequence of the Offer or the proposed acquisition of Hodder
Headline Shares by WH Smith or because of a change in the control or
management of Hodder Headline, result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, any such member or associate becoming repayable or
capable of being declared repayable immediately or prior to the
stated repayment date in such arrangement, agreement, licence,
permit or instrument or the ability of such member or associate to
incur any indebtedness being withdrawn or prohibited or being
capable of being withdrawn or prohibited;
(ii) 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 associate or any such security (whenever
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, permit or
instrument being or becoming capable of being terminated or
adversely modified or affected or any action being taken or any
obligation or liability arising thereunder;
(iv) other than in the ordinary course of business, any assets or
interests of any such member or associate 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;
(v) the respective financial or trading position, profits or prospects
of any such member or associate being prejudiced or adversely
affected;
(vi) the interests or business of any such member or associate in or
with any other person, firm or company (or any arrangements
relating to such interest or business) being adversely affected;
or
(vii) any such member or associate ceasing to be able to carry on
business under any name under which it at present does so;
(in any such case to an extent which is material in the context of the
Wider Hodder Headline Group taken as a whole) and no event having
occurred which, under any provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Hodder
Headline Group or any associate is a party or by or to which any such
member or associate or any of its assets is bound, entitled or subject,
is likely to result in any of the events or circumstances as are referred
to in sub-paragraphs (i) to (vii) of this paragraph (e) (in any such case
to an extent which is material in the context of the Wider Hodder
Headline Group taken as a whole);
(f) save as disclosed in writing to WH Smith prior to 22 May 1999 or as
disclosed in the Annual Report and Accounts of Hodder Headline for the
year ended 31 December 1998 or as publicly announced by Hodder Headline
prior to 22 May 1999, no member of the Hodder Headline Group having since
31 December 1998:
(i) (save for transactions solely with wholly-owned subsidiaries of
Hodder Headline and save for options granted and the issue of
shares pursuant to the exercise of Hodder Headline Options) issued
or agreed to or authorised or proposed or announced its intention
to authorise or propose the issue of additional shares of any
class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or
convertible securities;
(ii) save for the final dividend paid by Hodder Headline in respect of
the period to 31 December 1998, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution whether payable in cash or
otherwise other than to Hodder Headline or another member of the
Hodder Headline Group;
(iii) (save for transactions solely with wholly-owned subsidiaries of
Hodder Headline) merged with any body corporate or authorised,
proposed or announced an intention to authorise or propose any
merger or acquisition, demerger, disposal or transfer, or, other
than in the ordinary course of business, granted or created any
mortgage, charge, security or other encumbrance over assets
(including shares and trade investments) or over any right, title
or interest in any asset which is material in the context of the
Wider Hodder Headline Group taken as a whole;
(iv) (save for transactions solely with another member of the Hodder
Headline Group) authorised, proposed or announced its intention
to authorise or propose any material change to its loan capital;
(v) issued or proposed the issue of any debenture or (save in the
ordinary course of business) incurred any indebtedness or
contingent liability which is material in the context of the Wider
Hodder Headline Group taken as a whole;
(vi) entered into any arrangement, agreement, transaction or commitment
which is material in the context of the Hodder Headline Group
taken as a whole (whether in respect of capital expenditure,
trading obligations or otherwise), which is of a loss making, long
term, onerous or unusual nature or which involves or could involve
an obligation of such nature or magnitude or which is other than
in the ordinary course of business or which would be materially
restrictive on the business of any member of the Wider Hodder
Headline Group or the Wider WH Smith Group;
(vii) entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of,
any service agreement or agreement for services with any director
of Hodder Headline;
(viii) announced a proposal to purchase, redeem or repay, or purchased,
redeemed or repaid, any of its own shares or other securities;
(ix) proposed any voluntary winding-up of a material subsidiary of
Hodder Headline;
(x) implemented, authorised, proposed or announced its intention to
implement, authorise or propose any reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business which is material in the
context of the Wider Hodder Headline Group taken as a whole;
(xi) waived or compromised any claim which is material in the context
of the Hodder Headline Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Hodder Headline Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position or
prospects of the Wider Hodder Headline Group taken as a whole;
(xiii) 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;
or
(xiv) entered into or made an offer (which remains open for acceptance)
to enter into any arrangement, agreement or commitment or passed
any resolution with respect to any of the transactions or events
referred to in this paragraph (f);
(g) save as disclosed in writing to WH Smith prior to 22 May 1999 or as
disclosed in the Annual Report and Accounts of Hodder Headline for the
year ended 31 December 1998 or as publicly announced by Hodder Headline
prior to 22 May 1999, since 31 December 1998:
(i) there having been no material adverse change in the business,
financial or trading position or profits or prospects of the
Hodder Headline Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, intimated or
instituted by or remaining outstanding against any member of the
Hodder Headline Group (whether as plaintiff or defendant or
otherwise) and no investigation by a Third Party against or in
respect of any member of the Hodder Headline Group having been
instituted, threatened or announced by or against or remaining
outstanding in respect of any member of the Hodder Headline Group
which in any such case might reasonably have a materially adverse
effect on the Wider Hodder Headline Group taken as a whole; or
(iii) no contingent or other liability having arisen which is likely to
have a materially adverse effect on the Wider Hodder Headline
Group taken as a whole;
(h) WH Smith not having discovered that:
(i) the financial, business or other information publicly disclosed at
any time by or on behalf of any member of the Hodder Headline
Group contains a misrepresentation of any material fact or omits
to state a fact necessary to make the information contained
therein not materially misleading; or
(ii) any member of the Hodder Headline Group is subject to any
liability, contingent or otherwise, which is not disclosed in the
Annual Report and Accounts of Hodder Headline for the year ended
31 December 1998 which is material in the context of the Wider
Hodder Headline Group taken as a whole; and
(i) no receiver, administrative receiver or other encumbrancer having been
appointed over any of the assets of any member of the Hodder Headline
Group.
WH Smith reserves the right to waive all or any of conditions (b) to (i) both
inclusive, in whole or in part. Conditions (b) to (i) both inclusive must be
satisfied as at, or waived on or before, midnight on the 21st day after the
later of the first closing date of the Offer and the date on which condition
(a) is satisfied (or in each case such later date as the Panel may agree), or
the Offer will lapse. WH Smith shall be under no obligation to waive or treat
as satisfied any of conditions (b) to (i) both inclusive 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 satisfied and that there are at such earlier date no
circumstances indicating that the relevant condition may not be capable of
satisfaction.
If WH Smith is required by the Panel to make an offer or offers for Hodder
Headline Shares under the provisions of Rule 9 of the City Code, WH Smith may
make such alterations to the terms and conditions of the Offer, including that
in condition (a) above, as are necessary to comply with the provisions of that
Rule.
Part B: Certain further terms
The Offer will lapse (unless otherwise agreed with the Panel) if the proposed
acquisition of Hodder Headline is referred to the Competition Commission
before 3.00pm (London time) on the first closing date of the Offer or on the
date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later. If the Offer so lapses, the Offer will
cease to be capable of further acceptance and accepting Hodder Headline
Shareholders and WH Smith will cease to be bound by any Forms of Acceptance
submitted before the time when the Offer lapses.
Part C: Principal terms of the Loan Notes
The Loan Notes, which will be issued by WH Smith, will be unsecured and will
be issued, credited as fully paid, in amounts and integral multiples of #1
nominal value. The Loan Notes will bear interest payable every six months in
arrears, at a rate of 1.0 per cent. per annum below LIBOR. Interest on the
Loan Notes will be payable on 28 February and 31 August in each year (or, if
not a business day in any year, on the immediately preceding business day),
commencing 31 August 1999. The Loan Notes will be redeemable at the option
of the holders on 31 August 2000 and on each interest payment date thereafter
(or, if not a business day, on the immediately preceding business day).
Unless previously redeemed or purchased, the Loan Notes will be redeemed on
28 February 2005 or, if not a business day, on the immediately preceding
business day.
The Loan Notes will, subject to certain conditions, be transferable but no
application is intended to be made for the Loan Notes to be listed, or dealt
in, on any stock exchange. The Loan Notes have not been, and will not be,
registered under the Securities Act or under the laws of any State of the
United States and may not be offered, sold or delivered, directly or
indirectly, in or into the United States or to or for the account or benefit
of any person within, or resident in, the United States, except pursuant to
an exemption from, or in a transaction not subject to, the requirements of
the Securities Act or the relevant securities laws of any State of the United
States. The Loan Notes may not be offered, sold or delivered, directly or
indirectly, in or into Canada, Australia or Japan.
No Loan Notes will be issued unless, by the time the Offer becomes or is
declared wholly unconditional, valid elections have been received for at
least #1 million nominal value of Loan Notes. If insufficient elections are
received, Hodder Headline Shareholders who validly elect for the Loan Note
Alternative will instead receive cash in accordance with the terms of the
Offer. Full details of the terms of the Loan Notes will be contained in the
Offer Document, which will be posted to Hodder Headline Shareholders in due
course.
APPENDIX II
Definitions
The following definitions apply throughout this press release unless the
context requires otherwise.
"City Code" The City Code on Takeovers and
Mergers
"Companies Act" the Companies Act 1985 (as amended)
"Directors" or the directors of WH Smith
"Board"
"Form of Acceptance" the form of acceptance relating to
the Offer
"Hodder Headline" Hodder Headline PLC
"Hodder Headline Hodder Headline and its subsidiary
Group" and associated undertakings
"Hodder Headline the directors of Hodder Headline
Directors"
"Hodder Headline options over Hodder Headline Shares
Options" granted pursuant to the Hodder
Headline Group PLC 1995 S.A.Y.E.
Share Option Scheme and the Hodder
Headline PLC 1991 Executive Share
Option Scheme
"Hodder Headline holders of Hodder Headline Shares
Shareholders"
"Hodder Headline the existing unconditionally
Shares" allotted or issued and fully paid
ordinary shares of #0.10 each in
Hodder Headline and any further
such shares which are
unconditionally allotted or issued
prior to the date on which the
Offer closes (or such earlier date,
not being earlier than the date on
which the Offer becomes
unconditional as to acceptances or,
if later, the first closing date of
the Offer, as WH Smith may
determine) as a result of the
exercise of Hodder Headline Options
or otherwise
"LIBOR" London Interbank Offered Rate for
six months sterling deposits
"Loan Note the alternative whereby Hodder
Alternative" Headline Shareholders may elect to
receive Loan Notes instead of cash
in respect of some or all of their
Hodder Headline Shares
"Loan Notes" the floating rate unsecured loan
notes of WH Smith to be issued
pursuant to the Loan Note
Alternative
"London Stock London Stock Exchange Limited
Exchange"
"Offer" the recommended offer by Schroders
on behalf of WH Smith to acquire
the Hodder Headline Shares and,
where the context admits, any
subsequent revision, variation,
extension or renewal thereof
"Offer Document" the offer document to be addressed
to Hodder Headline Shareholders in
connection with the Offer
"Official List" the Official List of the London
Stock Exchange
"Panel" the Panel on Takeovers and Mergers
"Rothschild" NM Rothschild & Sons Limited
"Schroders" J. Henry Schroder & Co. Limited
"Securities Act" the United States Securities Act of
1933, as amended
"UK" the United Kingdom
"USA" the United States of America, its
possessions and territories and any
area subject to its jurisdiction
and any political subdivision
thereof
"WH Smith" or WH Smith Group PLC
"Company"
"WH Smith Group" or WH Smith and its subsidiary and
"Group" associated undertakings
"WH Smith Shares" existing shares of 55 5/9p each in
WH Smith
"Wider Hodder Hodder Headline and its subsidiary
Headline Group" undertakings or associated
companies, or any company, firm,
partnership or joint venture in
which any of them have a material
interest
"Wider WH Smith WH Smith and its subsidiary
Group" undertakings or associated
companies, or any company, firm,
partnership or joint venture in
which any of them have an interest
END
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