RNS Number:3447L
Stentor PLC
30 May 2000
PART 3
Appendix I
Conditions and Further Terms of the Offers
The Offers, which will be made by Dresdner Kleinwort Benson on
behalf of nevada tele.com, are not subject to either the City Code
or the Irish Takeover Rules. The Offers will be governed by Irish
law and will be subject to the jurisdiction of the courts of
Ireland. In addition, the Offers will be subject to the terms and
conditions set out in the Offer Document and the relevant Forms of
Acceptance.
Conditions of the Offers
1. The Ordinary Offer
The Ordinary 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withdrawn) by not later than 3.00 p.m. on the first closing
date of the Ordinary Offer (or such later time(s) and/or
date(s) as nevada tele.com may decide) in respect of not less
than 95 per cent. (or such lower percentage as nevada tele.com
may decide) in nominal value of the Stentor Ordinary Shares to
which the Ordinary Offer relates, provided that this condition
will not be satisfied unless nevada tele.com shall have
acquired or agreed to acquire (whether pursuant to the Offers
or otherwise) Stentor Shares carrying in aggregate more than
50 per cent. of the voting rights then exercisable at a
general meeting of Stentor, including for these purposes any
such voting rights attaching to any Stentor Shares that are
unconditionally allotted or issued before the Ordinary 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
purpose of this condition:
(i) the expression "Stentor Ordinary Shares to which the
Ordinary Offer relates" shall mean (aa) Stentor
Ordinary Shares issued or allotted on or before the
date the Ordinary Offer is made and (bb) Stentor
Ordinary Shares issued or allotted after that date but
before the time at which the Ordinary Offer closes, or
such earlier time as nevada tele.com may decide (not
being earlier than the date on which the Ordinary Offer
becomes unconditional as to acceptances or, if later,
the first closing date) but excluding any Stentor
Ordinary Shares which are in the beneficial ownership
of nevada tele.com within the meaning of section 204 of
the Act; and
(ii) Stentor Shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they
will carry upon issue;
(b) (i) the Irish Minister for Enterprise, Trade and
Employment (the "Minister") either (aa) stating in
writing that she has decided not to make an order under
Section 9 of the Mergers, Take-overs and Monopolies
(Control) Act 1978 (as amended) ("Mergers Act") in
relation to the Offers or (bb) making a conditional
order under Section 9 of the Mergers Act in relation to
the Offers on terms acceptable to nevada tele.com in
its absolute discretion; or
(ii) the relevant period within the meaning of Section 6 of
the Mergers Act having elapsed without the Minister
having made an order under Section 9 of the Mergers Act
in relation to the Offers;
(c) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00pm on the first closing date
of the Preferred Offer (or such later time(s) and/or dates as
nevada tele.com may decide) in respect of not less than 95 per
cent. (or such lower percentage as nevada tele.com may decide)
in nominal value of the Stentor Preferred Ordinary Shares to
which the Preferred Offer relates. For the purpose of this
condition the expression "Stentor Preferred Ordinary Shares to
which the Preferred Offer relates" shall mean (i) Stentor
Preferred Ordinary Shares issued or allotted on or before the
date the Preferred Offer is made and (ii) Stentor Preferred
Ordinary Shares issued or allotted after that date but before
the time at which the Preferred Offer closes, or such earlier
time as nevada tele.com may decide (not being earlier than the
date on which the Preferred Offer becomes unconditional as to
acceptances or, if later, the first closing date) but
excluding any Stentor Preferred Ordinary Shares which are in
the beneficial ownership of nevada tele.com within the meaning
of section 204 of the Act;
(d) no Third Party having intervened and there not continuing to
be outstanding any statute, regulation or order of any Third
Party in each case which would or might reasonably be expected
to:
(i) make either of the Offers, their implementation or the
acquisition or proposed acquisition by nevada tele.com
or any member of the Wider nevada tele.com Group of any
shares or other securities in, or control of, Stentor
void, illegal and/or unenforceable in or under the laws
of any relevant jurisdiction, or otherwise directly or
indirectly restrain, prevent, prohibit, restrict or
delay the Offers or such acquisition or impose
additional conditions or obligations with respect to
the Offers or such acquisition, or otherwise impede,
challenge or interfere with the Offers or such
acquisition, or require amendment to the terms of the
Offers or the proposed acquisition of any Stentor
Shares or the acquisition of control of Stentor by
nevada tele.com, in each case in a manner which is
material in the context of the Offers;
(ii) require, prevent or delay the divestiture by any member
of the Wider nevada tele.com Group or of the Wider
Stentor Group of any shares or other securities (or the
equivalent) in Stentor;
(iii) require, prevent or delay the divestiture or alter the
terms envisaged for any proposed divestiture by any
member of the Wider nevada tele.com Group or by any
member of the Wider Stentor Group of all or any portion
of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to
conduct any of their respective businesses (or any of
them) or to own any of their respective assets or
properties or any part thereof;
(iv) impose any limitation on, or result in a delay in, the
ability of nevada tele.com to acquire or to hold or to
exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise
management control over, any member of the Wider
Stentor Group;
(v) result, directly or indirectly, in a delay in the
ability of nevada tele.com, or render nevada tele.com
unable, to acquire some or all of the Stentor Shares;
(vi) save pursuant to the Offers, require nevada tele.com or
any member of the Wider nevada tele.com Group to
acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of the
Wider Stentor Group owned by any third party, in any
such case;
(vii) save for any limitations contained in the relevant
telecoms licences of the Wider nevada tele.com Group or
the Wider Stentor Group, impose any limitation on the
ability of any member of the Wider nevada tele.com
Group or any member of the Wider Stentor Group to
integrate or co-ordinate its business, or any part of
it, with the businesses of any other member of the
Wider nevada tele.com Group or of the Wider Stentor
Group;
(viii)result in any member of the Wider Stentor Group or the
Wider nevada tele.com Group ceasing to be able to carry
on business under any name under which it presently
does so; or
(ix) otherwise adversely affect any or all of the
businesses, assets, profits or prospects of any member
of the Wider Stentor Group or any member of the Wider
nevada tele.com Group;
and all applicable waiting and other time periods during which
any Third Party could intervene in such a way under the laws
of any relevant jurisdiction having expired, lapsed or been
terminated;
(e) all necessary filings, notifications and approvals having been
made and obtained from the Federal Communications Commission
with respect to any telecommunications license(s) held by any
member of the Wider Stentor Group;
(f) all necessary filings having been made, all applicable waiting
and other time periods under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or
terminated and all statutory or regulatory obligations in any
jurisdiction having been complied with in each case in
connection with the Offers or the acquisition of control of
Stentor or any other member of the Wider Stentor Group by
nevada tele.com and all Authorisations reasonably considered
necessary or appropriate by nevada tele.com in any relevant
jurisdiction for or in respect of the Offers or the
acquisition or proposed acquisition of any shares or other
securities in, or control of, Stentor or any other member of
the Wider Stentor Group by nevada tele.com and all such
Authorisations necessary or appropriate to carry on the
business of any member of the Wider Stentor Group in any
jurisdiction having been obtained, in terms and in a form
reasonably satisfactory to nevada tele.com, from all
appropriate Third Parties or from any persons or bodies with
whom any member of the Wider Stentor Group has entered into
contractual arrangements (where, in each case, the
Authorisations are reasonably necessary or required or where
the absence of such Authorisation would have a material
adverse effect on the Wider Stentor Group taken as a whole)
and all such Authorisations remaining in full force and effect
and there being no notice or intimation of any intention to
revoke, suspend, restrict, modify or not to renew any of the
same;
(g) except as fully and fairly disclosed to nevada tele.com by or
on behalf of Stentor prior to 12 noon on 26 May 2000, there
being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of
the Wider Stentor Group is a party, or by or to which any such
member or any of its assets is or are or may be bound,
entitled or subject or any circumstance, which in each case as
a consequence of the Offers or the acquisition or proposed
acquisition of any shares or other securities in, or control
of, Stentor or any other member of the Wider Stentor Group by
nevada tele.com, could or might reasonably be expected to
result in;
(i) any monies borrowed by or any other indebtedness or
liabilities, actual or contingent, of, or grant
available to, any member of the Wider Stentor Group
being or becoming repayable or capable of being
declared repayable immediately or prior to its stated
repayment date, or the ability of any member of the
Wider Stentor Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of
the business, property, assets or interests of any
member of the Wider Stentor Group or any such mortgage,
charge or other security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument, or the
rights, liabilities, obligations or interests of any
members of the Wider Stentor Group thereunder or the
interests or business of any such member in or with any
other person, firm, company or body, being, or becoming
capable of being, terminated or adversely modified or
affected or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any assets or interests of or used by any member of the
Wider Stentor Group being or falling to be disposed of
or charged or ceasing to be available or any right
arising under which any such asset or interest could be
required to be disposed of or charged otherwise than in
the ordinary course of business;
(v) any member of the Wider Stentor Group ceasing to be
able to carry on business under any name under which it
presently does so;
(vi) the creation or assumption of liabilities actual or
contingent by any such member of the Wider Stentor
Group;
(vii) the financial or trading position, profits, prospects
or value of any member or associate of the Wider
Stentor Group being adversely prejudiced or affected;
or
(viii) without limitation to the foregoing, any member of the
Wider nevada tele.com Group or of the Wider Stentor
Group being required to acquire, or offer to acquire,
any shares or other securities (or the equivalent) in
any member of the Wider nevada tele.com Group or of the
Wider Stentor Group or any asset owned by any third
party or to sell, or to offer to sell, any shares or
other securities (or equivalent) in or any asset owned
by any member of the Wider nevada tele.com Group or of
the Wider Stentor Group;
and no event having occurred which, under the provision of any
agreement, arrangement, license, permit or other instrument to
which any member of the Wider Stentor Group is a party or by
or to which any such member or any of its assets may be bound,
entitled or subject, is likely to result in any of the events
or circumstances referred to above;
(h) no member of the Wider Stentor Group having except as
disclosed in Stentor's annual report and accounts for the year
ended 31 March 2000 or as otherwise fully and fairly disclosed
by or on behalf of Stentor to nevada tele.com prior to noon on
26 May 2000:
(i) issued or agreed to issue 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 (save as between Stentor and
wholly-owned subsidiaries of Stentor or save as
contemplated by the parties to the acquisition of
Stentor) or supplemented or varied or proposed to
supplement or vary any term of the Warrants or the
Options;
(ii) recommended, declared, paid or made, or proposed the
recommendation, declaration or payment or making of,
any bonus, dividend or other distribution whether in
cash or otherwise (save to Stentor or a wholly-owned
subsidiary of Stentor);
(iii) made or authorised or proposed or announced any change
in its loan capital;
(iv) merged with or demerged or acquired any body corporate
or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any
assets or (other than in the ordinary course of
business) any right, title or interest in any assets
(including shares and trade investments other than in
the ordinary course of business) or authorised,
proposed or announced its intention so to do (which in
any case would have a material adverse effect on the
Wider Stentor Group taken as a whole);
(v) issued, authorised or proposed the issue of any
debentures or (save in the ordinary course of business)
incurred or increased any indebtedness or contingent
liability to an extent which is material in the context
of the Stentor Group taken as a whole;
(vi) purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or
other securities or reduced or made, or proposed the
reduction or making of, any other change to any part of
its share capital;
(vii) entered into or varied, or authorised or proposed the
entry into or variation of, or announced its intention
to enter into or vary, any contract, transaction,
reconstruction, amalgamation, scheme, arrangement or
commitment (whether in respect of capital expenditure
or otherwise) which:
(A) is loss making, long term or of an onerous or unusual
nature or magnitude; or
(B) would be restrictive on the business of any member of
the Wider Stentor Group or any member of the Wider
nevada tele.com Group; or
(C) involves or would involve an obligation of an onerous
or unusual nature or magnitude or which could be
restrictive on the business of any member of the
Wider Stentor Group or any member of the Wider nevada
tele.com Group;
(D) is other than in the ordinary course of business
in the case of (A), (C) and (D) which is material in
the context of the Wider Stentor Group or the nevada
tele.com Group, as the case may be, taken as a whole;
(viii)entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of
any contract with any of the directors or senior
executives of any member of the Wider Stentor Group;
(ix) taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or
petition presented for its winding-up (voluntarily or
otherwise), dissolution, examination or reorganisation
or for the appointment of a receiver, examiner,
administrator, administrative receiver, trustee or
similar officer of all or any of its assets and
revenues or for any analogous proceedings or steps in
any jurisdiction or for the appointment of any
analogous person in any jurisdiction;
(x) 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
generally or ceased or threatened to cease carrying on
all or a substantial part of its business;
(xi) waived or compromised any claim;
(xii) made any alteration to its memorandum or articles of
association;
(xiii)implemented, effected, authorised, proposed or
announced its intention to implement, effect, authorise
or propose any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement other
than in the ordinary course of business;
(xiv) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Stentor
Group and any other person in a manner which would or
might be expected to have a material adverse effect on
the position or prospects of the Wider Stentor Group;
(xv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment
of, any person employed by the Stentor Group which,
taken as a whole, are adverse to and material in the
context of the Stentor Group taken as a whole;
(xvi) agreed to do or announced any intention with respect to
any of the transactions, matters or events referred to
in this condition (h);
(i) except as disclosed in Stentor's annual report and accounts
for the year ended 31 March 2000 or as otherwise fully and
fairly disclosed by or on behalf of Stentor to nevada tele.com
prior to noon on 26 May 2000:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or
trading position or profits, assets or prospects of any
member of the Wider Stentor Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the
Wider Stentor Group is or may become a party (whether
as plaintiff or defendant or otherwise) or any
investigation (save as a result of the Offers) by any
Third Party having been threatened, announced or
instituted by or against or in respect of any member of
the Wider Stentor Group or remaining outstanding
against or in respect of any member of the Wider
Stentor Group which, in any such case, is likely to
have a material adverse effect on the Wider Stentor
Group taken as a whole;
(iii) no material contingent or other liability having arisen
or become apparent or increased which would or could
reasonably be expected adversely to affect the Wider
Stentor Group taken as a whole;
(iv) there having been no enquiry or investigation (save as
a result of the Offers) by, or complaint by, or
reference to, any Third Party of a material nature to
Stentor in respect of any member of the Wider Stentor
Group and no such enquiry, investigation, complaint or
reference having been threatened, announced,
implemented, instituted or remaining outstanding which,
in any such case, is material in the context of the
Wider Stentor Group taken as a whole;
(v) no event having occurred which will or might reasonably
be expected to result in any of the intellectual
property rights of any member of the Wider Stentor
Group being or becoming capable of being, terminated,
adversely modified or affected or in any adverse action
being taken or arising thereunder in a manner which is
likely to have a material adverse effect on the Wider
Stentor Group taken as a whole;
(vi) no claim being made, and no circumstance having arisen
which might lead to a claim being made, under the
insurance of any member of the Wider Stentor Group
which would or might reasonably be expected to have an
adverse effect on the Wider Stentor Group taken as a
whole; and
(vii) no matter or matters having arisen or been disclosed
(whether or not connected) which individually does not
or may not constitute an event of sufficient
materiality to constitute a breach of any one condition
(b) to (k), but which, when taken in aggregate are
material in the context of the Wider Stentor Group
taken as a whole;
(j) nevada tele.com not having discovered:
(i) that any financial or business or other information
concerning the Wider Stentor Group or any member of the
Wider Stentor Group disclosed at any time by or on
behalf of any member of the Wider Stentor Group,
whether to any member of the Wider nevada tele.com
Group or publicly announced by any member of the Wider
Stentor Group, is materially misleading or contains a
material misrepresentation of fact or omits to state a
fact necessary to make any information contained
therein not materially misleading in any case which has
not subsequently been disclosed to nevada tele.com
prior to noon on 26 May 2000;
(ii) that save as fully and fairly disclosed to nevada
tele.com prior to noon on 26 May 2000 any member of the
Wider Stentor Group is subject to any material
liability (contingent or otherwise) which ought to have
been disclosed in Stentor's annual report and accounts
for the financial year ended 31 March 2000 in
accordance with generally accepted accounting practice
in Ireland but was not so disclosed which is material
in the context of the nevada tele.com Group taken as a
whole;
(iii) that any member of the Wider Stentor Group has not
complied with all applicable legislation or regulations
of any jurisdiction in respect of which non-compliance
is material in the context of the Wider Stentor Group
taken as a whole or is material in the context of the
Offers; or
(iv) any information which materially and adversely affects
the import of any information disclosed by or on behalf
of any member of the Wider Stentor Group to or on
behalf of any member of the Wider nevada tele.com
Group; and
(k) nevada tele.com not having discovered:
(i) that save as disclosed in Stentor's annual report and
accounts for the financial year ended 31 March 2000 or
fully and fairly disclosed to nevada tele.com by or on
behalf of Stentor prior to noon on 26 May 2000 any past
or present member of the Wider Stentor Group has not
complied with all applicable legislation or regulations
of any relevant jurisdiction with regard to the
disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to
impair the environment or harm human health, or
otherwise relating to environmental matters, or that
there has otherwise been any such disposal, discharge,
spillage, leak 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) which, in any such case, would be
likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider
Stentor Group which would be material in the context of
the Wider Stentor Group taken as a whole;
(ii) that save as disclosed in Stentor's annual report and
accounts for the financial year ended 31 March 2000 or
fully and fairly disclosed to nevada tele.com by or on
behalf of Stentor prior to noon on 26 May 2000 there
is, or is likely to be, any material liability, whether
actual or contingent, to make good, repair, reinstate
or clean up any property now or previously owned,
occupied or made use of by any past or present member
of the Wider Stentor Group or any controlled waters
under any environmental legislation, regulation,
notice, circular or order of any relevant authority or
third party or otherwise which, in any such case, would
be material in the context of the Wider Stentor Group
taken as a whole; or
(iii) that save as disclosed in Stentor's annual report and
accounts for the financial year ended 31 March 2000 or
fully and fairly disclosed to nevada tele.com by or on
behalf of Stentor prior to noon on 26 May 2000
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 past or present member of
the Wider Stentor Group which, in any such case, would
be material and adverse in the context of the Wider
Stentor Group taken as a whole.
For the purpose of these conditions:
(a) "Third Party" means any government, government department or
governmental quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any
national anti-trust or merger control authorities), court,
trade agency, association, institution or professional or
environmental body or any other person or body whatsoever in
any relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it
has threatened or decided to take, institute or implement any
action, proceedings, suit, investigation, enquiry or reference
or made, proposed or enacted any statute, regulation, decision
or order or taken any measures or other steps or required any
action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed
accordingly;
(c) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations,
consents, licences, clearances, provisions and approvals.
nevada tele.com reserves the right to waive all or any of the
above conditions, in whole or in part, except conditions 1 (a) and
(b) above.
Conditions 1 (b) to (k) (inclusive) must be satisfied or waived
(where possible) by midnight on or before the 21st day after the
later of the first closing date and the date on which condition 1
(a) becomes or is declared fulfilled (or in each case such later
date as nevada tele.com and Stentor may in their absolute
discretion decide), failing which the Offers will lapse. nevada
tele.com shall be under no obligation to waive (if so capable of
waiver) or treat as fulfilled any of conditions 1 (b) to (k)
(inclusive) by a date earlier than the latest date specified above
for the fulfillment thereof notwithstanding that the other
conditions of the Ordinary 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 the Offers lapse, the Offers will cease to be capable of
further acceptance and Stentor Shareholders accepting the Offers
and nevada tele.com shall upon the Offers lapsing cease to be
bound by acceptances delivered on or before the date on which the
Offers lapse.
Notwithstanding the above, nevada tele.com reserves the right to
declare the Ordinary Offer unconditional as to acceptances or
unconditional in all respects on a day which is not a closing
date.
2. The Preferred Offer
The Preferred Offer will be conditional on the Ordinary Offer
having become or having been declared unconditional in all
respects. nevada tele.com reserves the right to waive in whole or
in part this condition.
Appendix II
Bases and Sources of Information
1. All quoted historical prices for Stentor Ordinary Shares have
been derived from Datastream.
2. The Enlarged Issued Ordinary Share Capital is calculated on the
basis of 14,107,990 Stentor Ordinary Shares, 1,062,209 Options,
being those Options which have an exercise price equal to or less
than 29.3 pence per share (where the relevant exercise price is in
Irish currency, it has, for these purposes, been converted into
Sterling at an exchange rate of #1 = IR#1.2622) and 8,731,636 1998
Warrants.
3. The value of the Offers is based on the Enlarged Issued
Ordinary Share Capital (as calculated above) and 7,821,943 Stentor
Preferred Ordinary Shares.
4. Financial information on the Stentor Group has been extracted
from the audited report and accounts of Stentor for the year ended
31 March 2000.
5. Financial information on Energis has been extracted from the
audited report and accounts for the year ended 31 March 1999, the
unaudited interim results for the six months ended 30 September
1999 and the preliminary announcement of the results for the year
ended 31 March 2000.
6. Financial information on Viridian has been extracted from the
preliminary announcement of the audited results for the year ended
31 March 2000.
7. The ranking of Viridian by turnover among Northern Irish
companies has been derived from a comparison of its turnover for
the year ended 31 March 1999 with equivalent figures extracted
from other major Northern Irish companies' latest accounts filed
at 31 July 1999 (table compiled by "BusinessEye" magazine).
Appendix III
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Act" the Companies Act, 1963 (as amended
from time to time) of the Republic of
Ireland
"AIM" Alternative Investment Market of the
London Stock Exchange
"Articles" the articles of association of
Stentor
"BuyandSell" Buy and Sell Net plc
"Code" or "City Code" The City Code on Takeovers and
Mergers for England and Wales
"Companies Act 1990" the Companies Act, 1990 (as amended
from time to time) of the Republic of
Ireland
"CRBF" Co-operation Retirement Benefit Fund
(L) Limited
"Dresdner Kleinwort Benson" Kleinwort Benson Limited
"Energis" Energis plc, the parent company of
Energis Holdings Limited
"Energis Directors" or the directors of Energis
"Energis Board"
"Energis Holdings Limited" a wholly owned subsidiary of Energis
and the holder of 50% of the total
issued share capital in nevada
tele.com
"Enlarged Issued Ordinary the enlarged issued ordinary share
Share Capital" capital of Stentor following the
exercise of all of the 1998 Warrants
and those Options with exercise
prices less than 29.3 pence per share
and the resulting issue of Stentor
Ordinary Shares
"F&C" Foreign and Colonial Special
Utilities Investment Trust plc
"Forms of Acceptance" the White Form of Acceptance and
Green Form of Acceptance relating to
the Offers which will accompany the
Offer Document and "Form of
Acceptance" means any one or both of
them as the context requires
"Green Form of Acceptance" the green form of acceptance relating
to the Preferred Offer
"Independent Stentor the directors of Stentor other than
Directors" or "Independent Charles Jillings
Board"
"Ireland" the Republic of Ireland and Northern
Ireland
"Irish Stock Exchange" The Irish Stock Exchange Limited
"Irish Takeover Rules" The Irish Takeover Panel Act, 1997
(Takeover) Rules, 1997
"ISP" Internet service provider
"John East & Partners" John East & Partners Limited
"London Stock Exchange" London Stock Exchange Limited
"nevada tele.com" or the nevada tele.com Limited
"Offeror"
"nevada tele.com Directors" the directors of nevada tele.com
or "nevada tele.com Board"
"nevada tele.com Group" nevada tele.com and its subsidiary
undertakings (if any) from time to
time and any company, joint venture,
partnership or firm in which nevada
tele.com has a direct or indirect
interest in 20 per cent. or more of
the voting share capital
"nevada tele.com Energis Holdings Limited and Viridian
Shareholders" Capital Limited
"Offer Period" in relation to the Offers, the period
commencing on 28 March 2000 and
ending on the latest of (a) 3.00p.m.
(London time) on the first closing
date of the Offers; (b) the date and
time when the Offers lapse and (c)
the date and time when the Offers
become or are declared unconditional
as to acceptances
"Offers" the Ordinary Offer and the Preferred
Offer and "Offer" means either of
them, as the context requires
"Offer Document" the formal Offer Document, setting
out details of the Offers
"Optionholders" holders of the Options
"Options" the 1996 Options and the 1998 Options
"1996 Option Agreements" the four share agreements dated 22
April 1996 entered into by Stentor
with various individuals relating to
the granting of the 1996 Options
"1996 Options" options granted pursuant to 1996
Option Agreements
"1998 Options" options granted pursuant to the terms
of the Stentor Share Option Scheme
"Ordinary Offer" the recommended offer to be made by
Dresdner Kleinwort Benson on behalf
of nevada tele.com to acquire all of
the Stentor Ordinary Shares on the
terms and subject to the conditions
set out in the Offer Document and in
the White Form of Acceptance and,
where the context so requires, any
subsequent revision, variation,
extension or renewal of such Offer
"Post Conversion Issued the issued ordinary share capital of
Ordinary Share Capital" Stentor, assuming the exercise by all
Optionholders and Warrantholders of
their rights to subscribe for Stentor
Ordinary Shares (notwithstanding an
exercise price in excess of 29.3
pence per share), with the exception
of those Optionholders and
Warrantholders who have given
irrevocable undertakings to nevada
tele.com, and assuming the conversion
by CRBF and (to the extent necessary)
by F&C of 3,748,885 of their Stentor
Preferred Ordinary Shares into
48,735,505 Stentor Ordinary Shares
"Preferred Offer" the recommended offer to be made by
Dresdner Kleinwort Benson on behalf
of nevada tele.com to acquire all of
the Stentor Preferred Ordinary
Shares, on the terms and subject to
the conditions set out in the Offer
Document and in the Green Form of
Acceptance and, where the context so
requires, any subsequent revision,
variation, extension or renewal of
such Offer
"SCL" Stentor Communications Limited, a
wholly owned subsidiary of Stentor,
registered in the Republic of Ireland
under company number 232729
"Shareholder Loans" loans made to Stentor by CRBF and F&C
"Stentor" or "Offeree" Stentor plc
"Stentor Directors" or the directors of Stentor
"Stentor Board" or "Board"
"Stentor Group" or "Group" Stentor and its subsidiary
undertakings
"Stentor Ordinary Shares" the ordinary shares of IR5p each in
the capital of Stentor
unconditionally allotted or issued on
or before the date on which the
Ordinary Offer is made and any
further such shares which are
unconditionally allotted or issued
after that date but before the time
at which the Ordinary Offer closes
for acceptance, or such earlier time
as nevada tele.com may decide (not
being earlier than the date on which
the Ordinary Offer becomes
unconditional as to acceptances or,
if later, the first closing date of
the Ordinary Offer) including any
such shares which are unconditionally
allotted or issued on the exercise of
any existing Warrants, on the
conversion of any Stentor Preferred
Ordinary Shares or on the exercise of
any Options
"Stentor Preferred Ordinary the convertible preferred ordinary
Shares" shares of IR#1 each in the capital of
Stentor unconditionally allotted or
issued on or before the date on which
the Preferred Offer is made and any
further such shares which are
unconditionally allotted or issued
after that date but before the time
at which the Preferred Offer closes
for acceptances, or such earlier time
as nevada tele.com may decide (not
being earlier than the date on which
the Ordinary Offer becomes
unconditional as to acceptances or,
if later, the first closing date of
the Preferred Offer)
"Stentor Share Option the Stentor Employee Share Option
Scheme" Scheme
"Stentor Shares" the Stentor Ordinary Shares and the
Stentor Preferred Ordinary Shares
"Stentor Shareholders" holders of Stentor Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"USA", "US" or "United the United States of America, its
States" territories and possessions, the
District of Columbia, and all other
areas subject to its jurisdiction
"Viridian" Viridian Group PLC, the parent
company of Viridian Capital Limited
"Viridian Capital Limited" a wholly owned subsidiary of Viridian
and the holder of 50% of the total
issued share capital in nevada
tele.com
"Viridian Directors" or the directors of Viridian
"Viridian Board"
"Warrantholders" the holders of the Warrants
"Warrants" all of the 1996 Warrants, the 1997
Warrants and the 1998 Warrants
"1996 Warrants" all those Warrants constituted by a
warrant instrument dated 22 April
1996 and issued by Stentor giving
holders the right to subscribe in
cash for Stentor Ordinary Shares
"1997 Warrants" all those Warrants constituted by a
warrant instrument dated 8 August
1997 and issued by Stentor, giving
holders the right to subscribe in
cash for Stentor Ordinary Shares
"1998 Warrants" all those Warrants constituted by a
warrant instrument dated 17 December
1998 and issued by Stentor to CRBF
and F&C, giving them the right to
subscribe in cash for Stentor
Ordinary Shares
"White Form of Acceptance" the white form of acceptance relating
to the Ordinary Offer
"Wider nevada tele.com nevada tele.com, the nevada tele.com
Group" Shareholders, Energis, Viridian,
their respective subsidiaries and any
company, joint venture, partnership
or firm in which nevada tele.com has
a direct or indirect interest in 20
per cent. or more of the voting share
capital
"Wider Stentor Group" Stentor, its subsidiaries and any
company, joint venture, partnership
or firm in which any member of the
Stentor Group has a direct or
indirect interest in 20 per cent. or
more of the voting share capital.
For the purposes of this announcement and insofar as they relate
to the Stentor Group or the Wider Stentor Group, "subsidiary" and
"subsidiary undertaking" have the respective meanings given by the
Act and by the European Communities (Companies: Group Accounts)
Regulations 1992 of the Republic of Ireland.
For the purposes of this announcement and insofar as they relate
to the nevada tele.com Group or the Wider nevada tele.com Group,
"subsidiary" and "subsidiary undertaking" have the respective
meanings given by the Companies Act 1985 of the United Kingdom and
the Northern Ireland Companies Order 1996, other than paragraph
20(1)(b) of Schedule 4A to the Companies Act 1985 which should be
disregarded for these purposes.
In this announcement references to "pounds sterling", "#",
"pence", "penny" or "p" are to the lawful currency of the United
Kingdom and references to "IR#" or "IRp" are to the lawful
currency of the Republic of Ireland.
END
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