RNS Number:9720Y
Precinct Investments Ltd
21 May 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
21 May 2004
RECOMMENDED PRE-CONDITIONAL CASH OFFERS
BY
DELOITTE CORPORATE FINANCE
ON BEHALF OF
PRECINCT INVESTMENTS LIMITED
FOR
GRESHAM HOTEL GROUP PLC
Summary
* The directors of Precinct and the Board of Gresham are pleased to announce that they have
reached agreement on the terms of recommended pre-conditional cash offers, to be made by
Deloitte Corporate Finance on behalf of Precinct, to acquire the entire issued and to be
issued share capital of Gresham.
* Precinct is a company established and controlled by David Coleman, Bryan Cullen and John
Joseph Murphy for the purpose of making the Offers.
* The making of the Offers is subject to the satisfaction or waiver of the Pre-conditions
set out in Appendix I to the following announcement. The Offers will be subject to the
conditions and certain other terms set out in Appendix II to the following announcement
and to be set out in the Offer Document and in the Acceptance Documents.
* The Ordinary Share Offer will be made on the basis of:
- cash consideration of Euro1.30 per Ordinary Share; and
- additional contingent cash consideration of Euro0.05 per Ordinary Share.
* The Preference Share Offer will be made on the basis of:
- cash consideration of Euro1.30 per Preference Share; and
- additional contingent cash consideration of Euro0.05 per Preference Share.
* Subject to the Offers being declared unconditional, the additional contingent cash
consideration of Euro0.05 per Gresham Share shall become payable to all Gresham Shareholders
who validly accept the Offers in the event that valid acceptances have been received in
respect of at least 80 per cent. of each of the Ordinary Shares and Preference Shares to
which the Offers relate.
* The Offers value the existing issued share capital of Gresham at approximately Euro113.0
million in the event that the additional contingent cash consideration becomes payable and
approximately Euro108.8 million in the event that it does not.
* The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.35 per Ordinary Share payable under the Ordinary Share Offer will
represent premiums of approximately:
- 71 per cent. and 77 per cent., respectively, over the average Closing Price of an
Ordinary Share of Euro0.76 in the 12 months prior to 13 November 2003, the last
dealing day prior to the announcement by Gresham that it had received an approach
which might lead to an offer being made for the Company;
- 48 per cent. and 53 per cent., respectively, over the average Closing Price of an
Ordinary Share of Euro0.88 in the six months prior to 13 November 2003; and
- 26 per cent. and 31 per cent., respectively, over the Closing Price of an Ordinary
Share of Euro1.03 on 13 November 2003.
* The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.35 per Ordinary Share payable under the Ordinary Share Offer will
represent multiples of approximately:
- 48 and 50, respectively, of the basic earnings per Ordinary Share of 2.7c for the
Gresham Group for the year ended 31 December 2003.
* The directors of Gresham (with the exception of Mr Amos Pickel and Mr Harvey Soning)
intend to recommend that Gresham Shareholders accept the Offers, as they intend to do in
respect of their own beneficial holdings amounting to, in aggregate, 967,983 Ordinary
Shares, representing approximately 1.2 per cent. of the existing issued ordinary share
capital of the Company. Mr Amos Pickel, who is chief executive officer of Red Sea Hotels
Limited (which has a shareholding carrying approximately 27.7 per cent. of the voting
rights of Gresham), has excluded himself from the consideration by the Board of Gresham of
the Offers. Mr Harvey Soning has not agreed to recommend the Offers.
* Precinct has requested irrevocable commitments to accept the Ordinary Share Offer in
respect of, in aggregate, 4,925,259 Ordinary Shares representing approximately 6.2 per
cent. of the existing issued ordinary share capital of Gresham.
Commenting on the Offers, Mr John Joseph Murphy, Chairman of Precinct, said:
"We are delighted that we have reached agreement with the Board of Gresham in
connection with the Offers and we look forward to working with the management
and staff of the Group in developing and expanding the Gresham business."
Commenting on the Offers, Mr Donal Chambers, senior non-executive director of
Gresham, said:
"These Offers represent an excellent opportunity for shareholders to realise
their investment for cash and accordingly, the majority of the directors
recommend them to shareholders. The Board of Gresham gave very careful
consideration to the Offers from Precinct including consideration of the
performance of its hotels, the conditions prevailing in the markets in which the
Group operates, the Company's recent share price history and the net asset value
of the Group. "
Enquiries:
Precinct
Wilson Hartnell Public Relations Telephone: + 353 1 669 0030
Brian Bell Mobile: + 353 87 243 6130
Deloitte Corporate Finance
David O'Flanagan Telephone: +353 1 417 2200
Kevin Beary
Jonathan Hinton Telephone: +44 20 7936 3000
NCB Stockbrokers Limited
Fergus McLoughlin Telephone: +353 1 661 5611
Gresham Hotel Group
Patrick Coyle Telephone: +353 1 817 6209
Fiona Gillespie (Communications Consultant) Mobile: +353 87 250 2447
AIB Corporate Finance
Mon O'Driscoll Telephone: +353 1 667 0233
Peter Coyne
This summary should be read in conjunction with the full text of the
announcement which follows.
The directors of Precinct accept responsibility for the information contained in
this summary, other than that relating to Gresham, the Gresham Group, the
directors of Gresham and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of the
directors of Precinct (who have taken all reasonable care to ensure that such is
the case), the information contained in this summary for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of Gresham accept responsibility for the information contained in
this summary relating to Gresham, the Gresham Group, the directors of Gresham
and members of their immediate families, related trusts and persons connected
with them. The Board of Gresham (with the exception of Messrs Harvey Soning and
Amos Pickel) further accepts responsibility for the recommendation referred to
in this summary. Mr Harvey Soning alone accepts responsibility for the views
attributed to him and his own recommendation. Mr Pickel does not accept
responsibility for the Recommendation. To the best of the knowledge and belief
of the directors of Gresham (who have taken all reasonable care to ensure that
such is the case), the information contained in this summary for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Offers and will not be responsible to anyone other than Precinct for
providing the protections afforded to clients of Deloitte Corporate Finance or
for providing advice in relation to the Offers, the contents of this summary and
the following announcement or any transaction or arrangement referred to herein
or therein.
NCB Stockbrokers Limited, which is authorised by the Irish Financial Services
Regulatory Authority under the Stock Exchange Act 1995, is acting exclusively as
broker to Precinct and no one else in connection with the Offers and will not be
responsible to anyone other than Precinct for providing the protections afforded
to clients of NCB Stockbrokers Limited or providing advice in relation to the
Offers, the contents of this summary and the following announcement or any
transaction or arrangement referred to herein or therein.
AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Gresham and no one else
in connection with the Offers and will not be responsible to anyone other than
Gresham for providing the protections afforded to clients of AIB Corporate
Finance Limited or for providing advice in relation to the Offers, the contents
of this summary and the following announcement or any transaction or arrangement
referred to herein or therein.
The availability of the Offers to persons not resident in Ireland or the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are resident. Persons who are not resident in Ireland or the United Kingdom
should obtain advice and observe any applicable requirements. Unless otherwise
determined by Precinct, the Offers will not be made, directly or indirectly, in,
into or from Australia, Canada, Japan, South Africa, the United States or any
other jurisdiction where it would be unlawful to do so, or by use of the mails,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or by any
facility of a national securities exchange of Australia, Canada, Japan, South
Africa, the United States or any other jurisdiction where it would be unlawful
to do so, and the Offers will not be capable of acceptance by any such use,
means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so. Accordingly, copies of this summary and the following
announcement and any related offering documents are not being, and must not be,
mailed or otherwise distributed or sent in, into or from Australia, Canada,
Japan, South Africa, the United States or any other jurisdiction where it would
be unlawful to do so and persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or from
Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so, as doing so may invalidate any
purported acceptance of the Offers.
Neither this summary nor the following announcement constitutes an offer to
purchase or an invitation to subscribe for any securities.
Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 14 November 2003 (the commencement of the offer
period in respect of the Offers).
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
21 May 2004
RECOMMENDED PRE-CONDITIONAL CASH OFFERS
BY
DELOITTE CORPORATE FINANCE
ON BEHALF OF
PRECINCT INVESTMENTS LIMITED
FOR
GRESHAM HOTEL GROUP PLC
Introduction
The directors of Precinct and the Board of Gresham are pleased to announce that
they have reached agreement on the terms of recommended pre-conditional cash
offers, to be made by Deloitte Corporate Finance on behalf of Precinct, to
acquire the entire issued and to be issued share capital of Gresham.
The Offers
On behalf of Precinct, Deloitte Corporate Finance will offer to acquire all of
the issued and to be issued share capital of Gresham, subject to the
satisfaction or waiver of the Pre-conditions (as set out in Appendix I) and
subject to the conditions and certain other terms set out in Appendix II and to
be set out in the Offer Document and in the Acceptance Documents, on the
following basis:
Ordinary Share Offer
For each Ordinary Share Euro1.30 in cash and
Euro0.05 additional contingent cash consideration
Subject to the Ordinary Share Offer being declared unconditional in all
respects, the cash consideration of Euro1.30 per Ordinary Share shall become
payable to all Ordinary Shareholders who validly accept the Ordinary Share Offer
while it remains open for acceptance.
The Ordinary Share Offer will be declared unconditional in all respects after
valid acceptances have been received in respect of at least 54 per cent. of the
Ordinary Shares to which the Ordinary Share Offer relates and when all other
conditions relating to the Ordinary Share Offer have been either fulfilled or
waived.
Subject to the Ordinary Share Offer being declared unconditional in all
respects, the additional contingent cash consideration of Euro0.05 per Ordinary
Share shall become payable to all Ordinary Shareholders who validly accept the
Ordinary Share Offer (while it remains open for acceptance) in the event that,
within a period of four months from the date of the making of the Offers,
Precinct receives sufficient acceptances under each of the Ordinary Share Offer
and the Preference Share Offer to allow it to use procedures available under
section 204 of the Companies Act 1963 to acquire compulsorily any Gresham Shares
not tendered in acceptance of each of the Ordinary Share Offer and the
Preference Share Offer. This will be after valid acceptances have been received
in respect of at least 80 per cent. of each of the Ordinary Shares and the
Preference Shares to which the Offers relate.
The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.35 per Ordinary Share payable under the Ordinary Share Offer
will represent premiums of approximately:
* 71 per cent. and 77 per cent., respectively, over the average Closing Price of an Ordinary Share
of Euro0.76 in the 12 months prior to 13 November 2003, the last dealing day prior to the
announcement by Gresham that it had received an approach which might lead to an offer being made
for the Company;
* 48 per cent. and 53 per cent., respectively, over the average Closing Price of an Ordinary Share
of Euro0.88 in the six months prior to 13 November 2003; and
* 26 per cent. and 31 per cent., respectively, over the Closing Price of an Ordinary Share of Euro
1.03 on 13 November 2003.
The cash consideration of Euro1.30 per Ordinary Share and the contingent full cash
consideration of Euro1.35 per Ordinary Share payable under the Ordinary Share Offer
will represent multiples of approximately:
* 48 and 50, respectively, of the basic earnings per Ordinary Share of 2.7c for the Gresham Group
for the year ended 31 December 2003.
Preference Share Offer
For each Preference Share Euro1.30 in cash and
Euro0.05 additional contingent cash consideration
Subject to the Preference Share Offer being declared unconditional in all
respects, the cash consideration of Euro1.30 per Preference Share shall become
payable to all Preference Shareholders who validly accept the Preference Share
Offer while it remains open for acceptance.
The Preference Share Offer is conditional principally upon the Ordinary Share
Offer being declared unconditional in all respects, which will only be after
valid acceptances have been received in respect of at least 54 per cent. of the
Ordinary Shares to which the Ordinary Share Offer relates and when all other
conditions relating to the Ordinary Share Offer have been either fulfilled or
waived.
Subject to the Preference Share Offer being declared unconditional in all
respects, the additional contingent cash consideration of Euro0.05 per Preference
Share shall become payable to all Preference Shareholders who validly accept the
Preference Share Offer (while it remains open for acceptance) in the event that,
within a period of four months from the date of the making of the Offers,
Precinct receives sufficient acceptances under each of the Ordinary Share Offer
and the Preference Share Offer to allow it to use procedures available under
section 204 of the Companies Act 1963 to acquire compulsorily any Gresham Shares
not tendered in acceptance of each of the Ordinary Share Offer and the
Preference Share Offer. This will be after valid acceptances have been received
in respect of at least 80 per cent. of each of the Ordinary Shares and the
Preference Shares to which the Offers relate.
The Preference Shares are not listed on any stock exchange. The rights of each
Preference Share as regards voting and distribution in a winding up are the same
as those of each Ordinary Share. Precinct is required to make a comparable
offer for the Preference Shares by the Irish Takeover Rules. Given that each
Preference Share and each Ordinary Share has those same rights, Precinct has
deemed it appropriate to offer equal consideration to Ordinary Shareholders and
Preference Shareholders under the Offers.
General
The Offers value the existing issued share capital of Gresham at approximately
Euro113.0 million in the event that the additional contingent cash consideration
becomes payable and approximately Euro108.8 million in the event that it does not.
The Offers will extend to all Gresham Shares unconditionally allotted or issued
on the date of the Offers, together with any further such shares which are
unconditionally allotted or issued (including pursuant to the exercise of
options under the Gresham Share Option Scheme) while the Offers remain open for
acceptance or until such earlier date as Precinct may, subject to the Irish
Takeover Rules and applicable laws and regulations, decide.
The Gresham Shares are to be acquired under the Offers fully paid, credited as
fully paid, and free from all liens, equitable interests, charges and
encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive all dividends and other
distributions (if any) declared, made or paid hereafter.
Pre-conditions and irrevocable undertakings
The making of the Offers is subject to the waiver or the satisfaction of the
Pre-conditions. The full terms of the Pre-conditions are set out in Appendix I.
The Pre-conditions relate to the receipt by Precinct by 5.00 p.m. on 21 May
2004, of irrevocable undertakings as outlined below:
* the directors of Gresham who intend to recommend the Offers and who
own or control, in aggregate, 967,983 Ordinary Shares representing approximately
1.2 per cent. of the existing issued ordinary share capital of Gresham providing
irrevocable undertakings to accept the Ordinary Share Offer in respect of their
entire holdings of Ordinary Shares;
* certain employees of the Gresham Group who own or control, in
aggregate, 339,385 Ordinary Shares representing approximately 0.4 per cent. of
the existing issued ordinary share capital of Gresham providing irrevocable
undertakings to accept the Ordinary Share Offer in respect of their entire
holdings of Ordinary Shares;
* other Gresham Shareholders who own or control, in aggregate,
3,617,891 Ordinary Shares representing approximately 4.6 per cent. of the
existing issued ordinary share capital of Gresham providing irrevocable
undertakings to accept the Ordinary Share Offer in respect of their holdings of
Ordinary Shares; and
* the holders of Gresham Share Options who own options to subscribe
for, in aggregate, 1,885,000 Ordinary Shares representing all the Gresham Share
Options in issue providing irrevocable undertakings to accept the Share Option
Proposal in respect of their entire holdings of Gresham Share Options.
In total, therefore, Precinct has requested irrevocable commitments to accept
the Ordinary Share Offer in respect of 4,925,259 Ordinary Shares representing
approximately 6.2 per cent. of the existing issued ordinary share capital of
Gresham and irrevocable commitments to accept the Share Option Proposal in
respect of all the Gresham Share Options in issue.
Recommendation
The directors of Gresham (with the exception of Messrs Harvey Soning and Amos
Pickel) (the "Recommending Directors"), who have been so advised by AIB
Corporate Finance, consider the terms of the Offers to be fair and reasonable.
In providing its advice, AIB Corporate Finance has taken into account the
commercial assessments of the Board.
Accordingly, the Recommending Directors have agreed to recommend Ordinary
Shareholders to accept the Ordinary Share Offer and Preference Shareholders to
accept the Preference Share Offer, as they intend to do in respect of their own
beneficial holdings amounting to, in aggregate, 967,983 Ordinary Shares,
representing approximately 1.2 per cent. of the existing issued ordinary share
capital of the Company.
Mr Amos Pickel, who is the chief executive officer of Red Sea Hotels Limited
(which has a shareholding carrying approximately 27.7 per cent. of the voting
rights of Gresham), has excluded himself from the consideration by the Board of
Gresham of the Offers. Accordingly, with the consent of the Board, he will not
be expressing a view on the Offers. Mr Harvey Soning has not agreed to
recommend the Offers.
Background to and reasons for recommending the Offers
Background to the Offers
The Board of Gresham announced that it had undertaken a fundamental review of
its operations and activities to reassess the strategic direction of the Group.
Arising from this, Gresham identified a number of critical actions necessary to
enhance shareholder value over the medium and long term. Subsequently, Gresham
actively pursued a strategy involving, amongst other things, significant
reinvestment in its city centre properties and a programme to reduce the Group's
cost base. To support this focus, the Board disposed of non-core assets,
including the Group's hotels in Galway, Killarney and Limerick and the sale and
leaseback of the Gresham Royal Marine. These actions brought about a significant
reduction in the Group's net debt position at 31 December 2003.
During the first nine months of 2003 the Ordinary Share price appreciated
considerably with an increase of 68 per cent. to Euro0.96 at 30 September 2003
relative to the price of Euro0.57 on 2 January 2003. The Recommending Directors
believe that this level of appreciation in the Ordinary Share price reflects the
outcome of the strategic initiatives which were executed by the Company and are
outlined above. However, in addition, the Recommending Directors believe that
bid speculation in the market surrounding the Company also contributed to this
share price appreciation.
Offer approaches
On 20 October 2003, the Board of Gresham announced that it had received an
approach from a consortium of investors (unconnected with Precinct) with regard
to a possible offer that was conditional on the support of Red Sea Hotels
Limited, the Company's largest shareholder, which has a shareholding carrying
27.7 per cent. of the voting rights of Gresham. As this condition could not be
met, this consortium informed the Board that it did not wish to proceed and the
Board made an announcement to this effect on 22 October 2003.
On 14 November 2003, the Board announced that it had received a further approach
that could lead to an offer. This approach, which was from Precinct, led to
negotiations over the following months as to how an offer could be structured to
provide Gresham Shareholders with a cash exit and a deliverable offer, in
circumstances where an acceptance level of 80 per cent. might not be achievable.
This has culminated in Precinct proposing to acquire the Company under a
structure that provides an attractive cash offer price at a minimum acceptance
level of 54 per cent. plus an additional cash payment in the event that an
acceptance level of 80 per cent. is achieved for each of the Ordinary Share
Offer and the Preference Share Offer.
Reasons for recommending the Offers
In considering the fairness and the reasonableness of the Offers, the
Recommending Directors have taken into account the historic share price
performance of the Company, the recent earnings of the Group, the performance of
its hotels, the net asset value of the Group and the conditions prevailing in
the markets in which the Group operates. In particular, the Recommending
Directors have considered the following:
* the Ordinary Shares have not traded at any price higher than either
the level of the cash consideration of Euro1.30 per Ordinary Share or the
contingent full cash consideration of Euro1.35 per Ordinary Share payable under the
Ordinary Share Offer in 24 years (being the period over which records of
Gresham's daily Ordinary Share price have been maintained) prior to 13 November
2003, the last dealing day prior to the announcement by Gresham that it had
received an approach which might lead to an offer being made for the Company;
* the cash consideration of Euro1.30 per Ordinary Share payable under the
Ordinary Share Offer represents:
- a premium of approximately 71 per cent. to Gresham's average Closing
Price of Euro0.76 per share in the twelve month period prior to 13 November 2003;
- a premium of approximately 26 per cent. to Gresham's Closing Price of
Euro1.03 per share on 13 November 2003;
- a premium of approximately 2 per cent. to Gresham's Closing Price of
Euro1.27 per share on 20 May 2004, being the last business day prior to this
announcement;
- a multiple of 48 times Gresham's 2003 basic earnings per Ordinary
Share.
* the contingent full cash consideration of Euro1.35 per Ordinary Share
payable under the Ordinary Share Offer represents:
- a premium of approximately 77 per cent. to Gresham's average Closing
Price of Euro0.76 per share in the twelve month period prior to 13 November 2003;
- a premium of approximately 31 per cent. to Gresham's Closing Price of
Euro1.03 per share on 13 November 2003;
- a premium of approximately 6 per cent. to Gresham's Closing Price of
Euro1.27 per share on 20 May 2004, being the last business day prior to this
announcement;
- a multiple of 50 times Gresham's 2003 basic earnings per Ordinary
Share;
* the Offers represent a discount to the net asset value of the Group as
at 31 December 2003 of 17 per cent. in the event that the contingent full cash
consideration becomes payable and of 20 per cent. if it does not. The
Recommending Directors believe that these discounts to net asset value compare
well to recent transactions involving public companies which own and operate
hotels. Discounts to net asset value may arise in the valuation of companies
which own and manage hotels for various reasons, including latent capital gains
tax which could be crystallised on the disposal of property assets and other
costs which would be associated with the sale of the property assets held in a
company;
* the Ordinary Share Offer includes an acceptance condition of 54 per
cent. The Recommending Directors would like to point out to Gresham Shareholders
that it is usual for offers for public companies in Ireland to include an 80 per
cent. acceptance condition, in order for the offeror to have the ability to
effect the compulsory acquisition of any shares of non-accepting shareholders
once acceptances reach 80 per cent. The Recommending Directors believe that the
Offers represent an excellent opportunity for Gresham Shareholders to receive a
cash exit. Furthermore, pursuant to the Offers, Gresham Shareholders have the
opportunity to receive additional consideration in the event that an acceptance
level of at least 80 per cent. is reached under each of the Offers; and
* the Offers represent an opportunity for Gresham Shareholders to
realise their investment for cash in the near term compared to the uncertainty
of achieving an equivalent value through share price appreciation in the medium
or long term. The Recommending Directors would like to reiterate that the
Ordinary Shares have not traded at any price higher than Euro1.30 per Ordinary
Share in 24 years (being the period over which records of Gresham's daily
Ordinary Share price have been maintained) prior to 13 November 2003.
Given the equal voting rights of each Ordinary Share and each Preference Share,
the Recommending Directors consider that it is appropriate that the Preference
Share Offer be made at the same level as the Ordinary Share Offer. The
Recommending Directors believe that the Preference Share Offer will provide
Preference Shareholders with the opportunity to realise their investment in an
unquoted security at an attractive cash price.
The views of Harvey Soning
The Chairman of Gresham, Mr Harvey Soning, will recommend his fellow Gresham
Shareholders not to accept the Offers. Mr Soning believes that:
* the Offers undervalue the business and assets of the Group.
Furthermore, he believes that the Offers are predicated on Precinct's assessment
of the net asset value of the Gresham Group being in excess of the level of the
Offers and that this value should be exploited for the benefit of the Gresham
Shareholders; and
* the international trading environment for the hotel sector appears to
have improved during the past few months and this may be reflected in the Dublin
market later in the year.
In considering the fairness and reasonableness of the Offers, Mr Soning, has
taken into account the historic share price performance of the Company, the net
asset value of the Group, the trading environment and the market trends with
respect to hotel valuations.
The response of the Recommending Directors to the views of Mr Soning
The Recommending Directors note Mr Soning's comments and wish to draw the
attention of Gresham Shareholders to the following:
Mr. Soning stated to the Board of Gresham that he would be willing to recommend
an offer at a level of Euro1.35 per Ordinary Share with an acceptance condition of
80 per cent.
Gresham Shareholders should note that, under the Offers, they do have the
opportunity to receive cash consideration of Euro1.35 per Ordinary Share and Euro1.35
per Preference Share if an acceptance level of 80 per cent. or above is achieved
under the Offers and the Offers are declared unconditional in all respects.
Furthermore, the Recommending Directors reiterate that they have taken into
account the recent earnings of the Group, the recent performance of its hotels,
the net asset value of the Group and the conditions prevailing in the markets in
which the Group operates and accordingly do not agree with Mr Soning's views.
Information on the Gresham Group
The Gresham Group is an international hotel group that currently operates seven
hotels in Ireland and Europe, all of which, other than the Gresham Royal Marine,
are owned by the Group, as follows:
- The Gresham, O'Connell Street, Dublin
- The Gresham Hyde Park, London
- The Gresham Royal Marine, Dun Laoghaire
- The Gresham Metropole, Cork
- The Gresham Memphis, Amsterdam
- The Gresham Belson, Brussels
- The Gresham Carat, Hamburg
During the year ended 31 December 2003, the Gresham Group disposed of three
regional hotels in Ireland, located in Galway, Killarney and Limerick.
In the year ended 31 December 2003, the Gresham Group reported profit before
taxation of Euro1.9 million (11 months to 31 December 2002: Euro0.1 million) on
turnover of Euro48 million (11 months to 31 December 2002: Euro51 million). As at 31
December 2003, the Gresham Group had net assets of Euro136 million (31 December
2002: Euro135 million).
Information on Precinct and its financing
Precinct is a private limited company that was incorporated in Ireland on 14
November 2003 specifically for the purpose of making the Offers. Precinct has
not traded since its incorporation, nor has it entered into obligations other
than in connection with the Offers and the financing of the Offers.
Precinct is currently owned and controlled by the directors of Precinct, being
David Coleman, Bryan Cullen and John Joseph Murphy.
The Offers will be financed by Precinct through a combination of debt facilities
made available to Precinct by Anglo Irish Bank Corporation plc and funding
provided to Precinct through the subscription for loan stock by the shareholders
of Precinct.
Further information on the ownership and control of Precinct and the financing
of the consideration payable under the Offers will be set out in the Offer
Document.
The response of the directors of Precinct to the views of Mr Soning
The directors of Precinct have considered the views of Mr Soning regarding the
Offers and, contrary to the assertion made by Mr Soning, they wish to emphasise
that the Offers have been predicated on their strategy, set out in more detail
below, of creating long-term value by improving the underlying trading
performance of the hotel assets in the Group through strategic and operational
initiatives.
Furthermore, they do not accept that the Offers undervalue the Gresham Group.
The Gresham Group is a hotel owning and operating group and accordingly the
directors of Precinct believe that the value of the Group as a going concern
must take account of current and prospective earnings from the underlying hotel
assets. As noted above by the Recommending Directors, the Offers represent
multiples of basic earnings per Ordinary Share of approximately 48 times (or
approximately 50 times in the event that the additional contingent cash
consideration is paid), which the directors of Precinct believe is very
favourable relative to comparable publicly quoted hotel companies. Furthermore,
the directors of Precinct also believe that the value of the Offers is fair in
relation to the net asset value of the Gresham Group, and that, as noted above
by the Recommending Directors, the discounts to net asset value under the Offers
compare well to recent transactions involving public companies which own and
operate hotels.
The directors of Precinct believe that Gresham Shareholders will welcome the
opportunity being provided by the Offers to exit for cash at an attractive
price. Furthermore, the directors of Precinct note that Mr Soning has stated to
the Board that he would recommend an offer at a level of Euro1.35 per Ordinary
Share. The directors of Precinct would stress that the Offers are structured in
such a way that, provided sufficient acceptances are received, Gresham
Shareholders will receive Euro1.35 per Gresham Share.
Precinct's strategy for Gresham
The directors of Precinct believe that in recent years Gresham has enjoyed few
benefits from being a listed company. Following the Ordinary Share Offer being
declared unconditional in all respects, the directors of Precinct, working with
the management of Gresham, intend to undertake a detailed strategic, financial
and operational review of the Gresham Group to determine its future development
as a hotel group. It is their intention to focus on improving the underlying
trading results of the hotels in the Gresham Group through strategic and
operational initiatives and thus build on the strong foundations that exist. The
directors of Precinct believe that the implementation of any strategic
initiatives, which they consider to be in the best interests of the Gresham
Group, would be more efficiently undertaken if Gresham were not subject to the
requirements of a listed company. These initiatives may include, where
appropriate, the creation of alliances with other organisations in the hotel
sector.
Gresham Shareholder Courtesy Cards
In the event that the Ordinary Share Offer is declared unconditional in all
respects, Precinct intends to procure that all existing Gresham Shareholders who
hold Gresham Shareholder Courtesy Cards, which entitle holders to a discount on
meals and accommodation charges, will continue to be entitled to use their cards
until 31 December 2006, notwithstanding that they no longer hold Gresham Shares
following the Offers.
The entitlements of holders of Gresham Shareholder Courtesy Cards beyond 31
December 2006 will be reviewed by Precinct.
Management and employees
Gresham has agreed to remunerate Messrs Donal Chambers, Tom Byrne and Harvey
Soning, non-executive directors of Gresham, for the additional work performed by
them in connection with the Offers. A payment of Euro30,000 shall be due to each
of them on the announcement of a firm intention to make the Offers in accordance
with Rule 2.5 of the Irish Takeover Rules.
The directors of Precinct have confirmed that, following the Ordinary Share
Offer being declared unconditional in all respects, the existing employment
rights, including pension rights, of the employees of Gresham will be fully
safeguarded.
Upon the Ordinary Share Offer being declared unconditional in all respects,
Precinct intends to request board representation. The Recommending Directors
intend to support a resolution to co-opt Precinct's representatives to the
Board, following which three non-executive directors, Messrs Donal Chambers, Tom
Byrne and Jim O'Leary, intend to resign.
Expenses reimbursement and non-solicitation arrangements
Gresham has entered into an expenses reimbursement agreement with Precinct, the
terms of which have been approved by the Panel, whereby Gresham will pay an
amount equal to the specified quantifiable non-contingent third party expenses
(including VAT) incurred by Precinct in connection with the Offers up to a
maximum of Euro1,129,788 in certain circumstances, including a withdrawal of the
recommendation of the directors of Gresham in respect of the Offers or if a
competing offeror holds a majority of the voting rights in the Company.
AIB Corporate Finance, independent financial adviser to the directors of
Gresham, has confirmed in writing to the Panel, in accordance with note 1 of
Rule 21.2 of the Irish Takeover Rules, that in the opinion of the directors of
Gresham and AIB Corporate Finance, in the context of the Offers, the expenses
reimbursement agreement is in the best interests of Gresham Shareholders.
Gresham has also entered into a non-solicitation agreement with Precinct whereby
it has accepted certain restrictions on its ability to canvas, solicit or
engage with other potential offerors.
Gresham Share Option Scheme
The Ordinary Share Offer will extend to any Ordinary Shares unconditionally
allotted or issued pursuant to the exercise of any Gresham Share Options while
the Ordinary Share Offer remains open for acceptance (or such earlier time and
date as Precinct may, subject to the Irish Takeover Rules, decide).
An appropriate proposal will also be made by Deloitte Corporate Finance on
behalf of Precinct to holders of Gresham Share Options, the principal terms of
which are summarised in Appendix III.
A formal document containing the Share Option Proposal will be despatched to
holders of Gresham Share Options at the same time as, or shortly after, the
Offer Document is despatched.
Offer Document
Subject to the satisfaction or waiver of the Pre-conditions, the Offers will be
made on the terms and subject to the conditions in this announcement and any
further terms set out in the Offer Document and the Acceptance Documents. It is
expected that the Offer Document will be posted as soon as practicable to
Gresham Shareholders and, for information purposes only, to holders of Gresham
Share Options.
Disclosure of interests in Gresham
As at the close of business on 20 May 2004, being the latest practicable date
prior to the date of this announcement, parties acting in concert with Precinct
owned 13,914 Ordinary Shares representing approximately 0.02 per cent. of the
existing issued ordinary share capital of Gresham.
Save for this interest, neither Precinct, nor the directors of Precinct, nor any
party acting in concert with Precinct, owns or controls any Gresham Shares or
holds any options to purchase or subscribe for Gresham Shares or any derivative
referenced to Gresham Shares.
Save for this interest, neither Precinct nor any persons acting in concert with
Precinct has any arrangement in relation to Gresham Shares, or any securities
convertible or exchangeable into Gresham Shares or options (including traded
options) in respect of, or derivatives referenced to, Gresham Shares. For these
purposes, "arrangement" includes an indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
relevant securities which is, or may be, an inducement to deal or refrain from
dealing in such securities.
De-listing, cancellation of trading and compulsory acquisition
It is intended that, subject to and following the Ordinary Share Offer being
declared unconditional in all respects, and subject to any applicable
requirements of the Irish Stock Exchange and the UK Listing Authority, Precinct
will procure that Gresham applies for cancellation of the listing of Ordinary
Shares on the Irish Stock Exchange and on the UK Official List and for
cancellation of the admission to trading of Ordinary Shares on the markets of
the Irish Stock Exchange and of the London Stock Exchange. It is expected that
such cancellations will take effect no earlier than 20 Business Days after the
Ordinary Share Offer is declared unconditional in all respects.
De-listing would significantly reduce the liquidity and marketability of any
Ordinary Shares in respect of which acceptances of the Ordinary Share Offer are
not submitted.
If the Ordinary Share Offer is declared unconditional in all respects and
sufficient acceptances have been received, Precinct intends to apply the
provisions of section 204 of the Companies Act 1963 to acquire compulsorily any
outstanding Ordinary Shares not acquired or agreed to be acquired pursuant to
the Ordinary Share Offer or otherwise. If the Preference Share Offer is
declared unconditional in all respects and sufficient acceptances have been
received, Precinct intends to apply the provisions of section 204 of the
Companies Act 1963 to acquire compulsorily any outstanding Preference Shares not
acquired or agreed to be acquired pursuant to the Preference Share Offer or
otherwise.
Responsibility
The directors of Precinct accept responsibility for the information contained in
this announcement, other than that relating to Gresham, the Gresham Group, the
directors of Gresham and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and belief of the
directors of Precinct (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of Gresham accept responsibility for the information contained in
this announcement relating to Gresham, the Gresham Group, the directors of
Gresham and members of their immediate families, related trusts and persons
connected with them. The Board of Gresham (with the exception of Messrs Harvey
Soning and Amos Pickel) further accepts responsibility for the recommendation
referred to in this announcement. Mr Harvey Soning alone accepts responsibility
for the views attributed to him and his own recommendation. Mr Pickel does not
accept responsibility for the Recommendation. To the best of the knowledge and
belief of the directors of Gresham (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
General
This announcement does not constitute an offer to purchase or an invitation to
subscribe for any securities.
Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 14 November 2003 (the commencement of the offer
period in respect of the Offers).
Enquiries:
Precinct
Wilson Hartnell Public Relations Telephone: + 353 1 669 0030
Brian Bell Mobile: + 353 87 243 6130
Deloitte Corporate Finance
David O'Flanagan Telephone: +353 1 417 2200
Kevin Beary
Jonathan Hinton Telephone: +44 20 7936 3000
NCB Stockbrokers Limited
Fergus McLoughlin Telephone: +353 1 661 5611
Gresham Hotel Group
Patrick Coyle Telephone: +353 1 817 6209
Fiona Gillespie (Communications Consultant) Mobile : +353 87 250 2447
AIB Corporate Finance
Mon O'Driscoll Telephone: +353 1 667 0233
Peter Coyne
Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Offers and will not be responsible to anyone other than Precinct for
providing the protections afforded to clients of Deloitte Corporate Finance or
for providing advice in relation to the Offers, the contents of this
announcement or any transaction or arrangement referred to herein.
NCB Stockbrokers Limited, which is authorised by the Irish Financial Services
Regulatory Authority under the Stock Exchange Act 1995, is acting exclusively as
broker to Precinct and no one else in connection with the Offers and will not be
responsible to anyone other than Precinct for providing the protections afforded
to clients of NCB Stockbrokers Limited or providing advice in relation to the
Offers, the contents of this announcement or any transaction or arrangement
referred to herein.
AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Gresham and no one else
in connection with the Offers and will not be responsible to anyone other than
Gresham for providing the protections afforded to clients of AIB Corporate
Finance Limited or for providing advice in relation to the Offers, the contents
of this announcement or any transaction or arrangement referred to herein.
The availability of the Offers to persons not resident in Ireland or the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are resident. Persons who are not resident in Ireland or the United Kingdom
should obtain advice and observe any applicable requirements. Unless otherwise
determined by Precinct, the Offers will not be made, directly or indirectly, in,
into or from Australia, Canada, Japan, South Africa, the United States or any
other jurisdiction where it would be unlawful to do so, or by use of the mails,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or by any
facility of a national securities exchange of Australia, Canada, Japan, South
Africa, the United States or any other jurisdiction where it would be unlawful
to do so, and the Offers will not be capable of acceptance by any such use,
means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so. Accordingly, copies of this announcement and any related
offering documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada, Japan, South Africa, the
United States or any other jurisdiction where it would be unlawful to do so and
persons receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so, as doing so may invalidate any purported acceptance of the
Offers by persons in any such jurisdiction.
The full text of the Pre-conditions is set out in Appendix I. The full text of
the conditions to, and reference to certain further terms of, the Offers is set
out in Appendix II. A summary of the principal terms of the Share Option
Proposal is set out in Appendix III. The bases and sources used in this
announcement are outlined in Appendix IV. Appendix V contains definitions of
certain terms used in this announcement. The appendices form part of this
announcement.
APPENDIX I
PRE-CONDITIONS RELATING TO THE OFFERS
The making of the Offers is subject to the satisfaction or waiver of the
following Pre-conditions:
1. The receipt by Precinct of an irrevocable undertaking from
each of the directors of Gresham who intend to recommend the Offers to accept
the Ordinary Share Offer in respect of the, in aggregate, 967,983 Ordinary
Shares owned or controlled by them, representing approximately 1.2 per cent. of
the existing issued ordinary share capital of Gresham, in each case in a form
reasonably satisfactory to Precinct, by no later than 5.00 p.m. on 21 May 2004.
2. The receipt by Precinct of irrevocable undertakings from
certain employees of the Gresham Group to accept the Ordinary Share Offer in
respect of holdings of Ordinary Shares of, in aggregate, 339,385 Ordinary Shares
representing approximately 0.4 per cent. of the existing issued ordinary share
capital of Gresham, in each case in a form reasonably satisfactory to Precinct.
3. The receipt by Precinct of irrevocable undertakings from
certain other Ordinary Shareholders to accept the Ordinary Share Offer in
respect of holdings of Ordinary Shares of, in aggregate, 3,617,891 Ordinary
Shares representing approximately 4.6 per cent. of the existing issued ordinary
share capital of Gresham, in each case in a form reasonably satisfactory to
Precinct.
4. The receipt by Precinct of an irrevocable undertaking from
each of the holders of Gresham Share Options to accept the Share Option Proposal
in respect of all of the Gresham Share Options held by them, in each case in a
form reasonably satisfactory to Precinct, by no later than 5.00 p.m. on 21 May
2004.
APPENDIX II
CONDITIONS AND FURTHER TERMS OF THE OFFERS
Part A: Conditions to and certain further terms of the Ordinary Share Offer
The Ordinary Share Offer will be made by Deloitte Corporate Finance on behalf of
Precinct, will comply with the Irish Takeover Rules and the rules and
regulations of the Irish Stock Exchange, the London Stock Exchange and the UK
Listing Authority and will be subject to the terms and conditions set out below
and to be set out in the Offer Document (including the Ordinary Share Form of
Acceptance). The Ordinary Share Offer and any acceptances thereunder will be
governed by Irish law and be subject to the exclusive jurisdiction of the courts
of Ireland which exclusivity shall not limit the right to seek provisional or
protective relief in the courts of another State, during or after any
substantive proceedings have been instituted in Ireland, nor shall it limit the
right to bring enforcement proceedings in another State on foot of an Irish
judgement.
1. For the purposes of the conditions set out in this Part A:
(a) "Acceptance Condition" means the condition set out in
paragraph 2(a) of this Part A;
(b) "Authorisations" and "Authorisation" have the meanings
ascribed thereto in paragraph 2(c) of this Part A;
(c) "Disclosed" means fairly disclosed by or on behalf of Gresham
to Precinct or Deloitte Corporate Finance or their employees, officers or
advisers at any time up to the date of this announcement;
(d) "initial closing date" means 3.00 p.m. (Dublin time) on the
date fixed by Precinct as the first closing date of the Ordinary Share Offer,
unless and until Precinct in its discretion shall have extended the initial
offer period, in which case the term "initial closing date" shall mean the
latest time and date at which the initial offer period, as so extended by
Precinct, will expire or, if earlier, the date on which the Ordinary Share Offer
is declared unconditional in all respects;
(e) "initial offer period" means the period from the date of
despatch of the Offer Document to and including the initial closing date;
(f) "intra-Gresham Group transactions" has the meaning ascribed
thereto in paragraph 2(f)(iii) of this Part A;
(g) "Material Subsidiary" has the meaning ascribed thereto in
paragraph 2(b)(i) of this Part A;
(h) "Third Parties" and "Third Party" have the meanings ascribed
thereto in paragraph 2(b) of this Part A;
2. The Ordinary Share Offer will be subject to the following
conditions:
(a) valid acceptances of the Ordinary Share Offer being received
(and not, where permitted, withdrawn) by no later than 3.00 p.m. (Dublin time)
on the initial closing date, (or such later time(s) and/or date(s) as Precinct
may, subject to the Irish Takeover Rules, decide) in respect of not less than 54
(fifty-four) per cent. (or such lesser percentage as Precinct may decide) in
nominal value of the Ordinary Shares Affected, provided that this condition
shall not be satisfied unless Precinct shall have acquired or agreed to acquire
(whether pursuant to the Ordinary Share Offer or otherwise) Gresham Shares
carrying, in aggregate, more than 50 (fifty) per cent. of the voting rights then
exercisable at a general meeting of Gresham.
For the purposes of this condition:
(i) any Ordinary Shares which have been unconditionally
allotted shall be deemed to carry the voting rights they will carry upon their
being entered in the register of members of Gresham; and
(ii) the expression "Ordinary Shares Affected" shall mean:
(1) Ordinary Shares issued or allotted on or before the date of
despatch of the Offer Document; and
(2) Ordinary Shares issued or allotted after that date but before
the time at which the Ordinary Share Offer closes, or such earlier date as
Precinct may, subject to the Irish Takeover Rules, decide (not being earlier
than the date on which the Ordinary Share Offer becomes unconditional as to
acceptances or, if later, the initial closing date);
but excluding any Ordinary Shares which, on the date of despatch of the Offer
Document, are held in the beneficial ownership of Precinct within the meaning of
section 204 of the Companies Act 1963;
(b) no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
including any national anti-trust or merger control authorities, court,
tribunal, trade agency, professional association, environmental body, any
analogous body whatsoever or tribunal in any jurisdiction ("Third Parties" and
each a "Third Party") having decided to take, institute or implement any action,
proceeding, suit, investigation, enquiry or reference or having made, proposed
or enacted any statute, regulation or order or having done or decided to do
anything which would or would reasonably be expected to:
(i) make the Ordinary Share Offer or its implementation, or the
acquisition or the proposed acquisition by Precinct of any Ordinary Shares in,
or control of, Gresham, or any of the assets of Gresham void, illegal or
unenforceable under the laws of any jurisdiction in which Gresham or any
subsidiary or subsidiary undertaking of Gresham which is material in the context
of the Gresham Group taken as a whole (a "Material Subsidiary") is incorporated
or carries on a business which is material in the context of the Gresham Group
taken as a whole, or otherwise, directly or indirectly, restrain, revoke,
prohibit, materially restrict or materially delay the same or impose additional
or different conditions or obligations with respect thereto (except for
conditions or obligations that would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole), or otherwise
challenge or interfere therewith (except where the result of such challenge or
interference would not have, or would not reasonably be expected to have, a
material adverse effect on the Gresham Group taken as a whole);
(ii) result in a material delay in the ability of Precinct, or
render Precinct unable, to acquire some or all of the Ordinary Shares or require
a divestiture by Precinct of any shares in Gresham;
(iii) require the divestiture by Precinct or by any member of the
Gresham Group of all or any shares or securities of any member of the Gresham
Group or (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Gresham Group taken as a whole) any
portion of their respective businesses, assets or property or impose any
material limitation on the ability of any of them to conduct their respective
businesses or own their respective assets or properties, or any part thereof;
(iv) impose any material limitation on, or result in a material
delay in:
(1) the ability of Precinct to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares
(or the equivalent) in, or to exercise voting or management control over,
Gresham or any Material Subsidiary; or
(2) the ability of any member of the Gresham Group to hold or
exercise effectively, directly or indirectly, rights of ownership of shares (or
the equivalent) in, or to exercise rights of voting or management control over,
any member of the Gresham Group;
(v) require Precinct or any member of the Gresham Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
in, or any interest in any asset of any member of the Gresham Group owned by any
third party (except where the consequences thereof would not be material in the
context of the Gresham Group taken as a whole);
(vi) impose any limitation on the ability of any member of the
Gresham Group to integrate or co-ordinate its business, or any part of it, with
the businesses of any other member of the Gresham Group (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Gresham Group taken as a whole);
(vii) cause any member of the Gresham Group to cease to be entitled
to any Authorisation used by it in the carrying on of its business (except where
the consequences thereof would not be material (in value terms or otherwise) in
the context of the Gresham Group taken as a whole); or
(viii) otherwise adversely affect the business, profits, assets,
liabilities, financial or trading position of any member of the Gresham Group
(except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole);
(c) all necessary notifications and filings having been made, all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction in which
Gresham or a Material Subsidiary is incorporated or carries on any business
(which is material in the context of the Gresham Group taken as a whole) having
expired, lapsed or having been terminated (as appropriate) (save to an extent
which would not be material in the context of the Gresham Group taken as a
whole) and all statutory or regulatory obligations in any jurisdiction in which
Gresham or a Material Subsidiary is incorporated or carries on any business
(which is material (in value terms or otherwise) in the context of the Gresham
Group taken as a whole) having been complied with (save to an extent which would
not be material (in value terms or otherwise) in the context of the Gresham
Group taken as a whole), in each case, in connection with the Ordinary Share
Offer or its implementation and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences, permissions and approvals
in any jurisdiction ("Authorisations" and each an "Authorisation") reasonably
deemed necessary or appropriate by Precinct for, or in respect of, the Ordinary
Share Offer having been obtained on terms and in a form reasonably satisfactory
to Precinct from all appropriate Third Parties (except where the consequence of
the absence of any such Authorisation would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole), all such
Authorisations remaining in full force and effect, there being no notified
intention to revoke or vary or not to renew the same at the time at which the
Ordinary Share Offer becomes otherwise unconditional in all respects and all
necessary statutory or regulatory obligations in any such jurisdiction having
been complied with (except where the consequence thereof would not be material
(in value terms or otherwise) in the context of the Gresham Group taken as a
whole);
(d) all applicable waiting periods and any other time periods
during which any Third Party could, in respect of the Ordinary Share Offer or
the acquisition or proposed acquisition of any Ordinary Shares in, or control
of, Gresham or any shares or other securities in any member of the Gresham Group
by Precinct, institute or implement any action, proceedings, suit,
investigation, enquiry or reference under the laws of any jurisdiction in which
Gresham or a Material Subsidiary shall be incorporated or carry on any business
which is material in the context of the Gresham Group taken as a whole which
would be reasonably expected adversely to affect any member of the Gresham
Group, having expired, lapsed or been terminated;
(e) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, facility, lease or other
instrument to which any member of the Gresham Group is a party or by or to which
any such member or any of its respective assets may be bound, entitled or be
subject and which, in consequence of the Ordinary Share Offer or the acquisition
or proposed acquisition by Precinct of any shares or other securities (or the
equivalent) in or control of, Gresham or any member of the Gresham Group or
because of a change in the control of Gresham, would, or would be reasonably
expected to result in (except where, in any of the following cases, the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Gresham Group taken as whole):
(i) any monies borrowed by, or any indebtedness or liability
(actual or contingent) of, or any grant available to any member of the Gresham
Group becoming, or becoming capable of being declared, repayable immediately or
prior to their or its stated maturity;
(ii) the creation or enforcement of any mortgage, charge or other
security interest wherever existing or having arisen over the whole or any part
of the business, property or assets of any member of the Gresham 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 member of the Gresham Group thereunder being terminated or
adversely modified or any adverse action being taken or any obligation or
liability arising thereunder;
(iv) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Gresham Group being or falling to be disposed of
or charged, or ceasing to be available to any member of the Gresham Group or any
right arising under which any such asset or interest would be required to be
disposed of or charged or would cease to be available to any member of the
Gresham Group otherwise than in the ordinary course of business;
(v) the value of, or financial or trading position of any member
of the Gresham Group being prejudiced or adversely affected; or
(vi) the creation of any liability or liabilities (actual or
contingent) by any member of the Gresham Group; or
(vii) any member of the Gresham Group ceasing to be able to carry on
business under any name which it presently does so
unless, if any such provision exists, such provision is waived, modified or
amended on terms satisfactory to Precinct;
(f) save as Disclosed or as publicly announced (by the delivery
of an announcement to the Irish Stock Exchange or the London Stock Exchange by
Gresham prior to the date of this announcement), no member of the Gresham Group
having, since 31 December 2002:
(i) issued or agreed to issue additional shares of any class,
or securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible or
exchangeable securities except for issues to Gresham or wholly-owned
subsidiaries of Gresham;
(ii) recommended, declared, paid or made any bonus shares,
dividend or other distribution other than bonus issues, dividends or other
distributions lawfully paid or made or issued to another member of the Gresham
Group;
(iii) save for transactions between two or more members of the
Gresham Group ("intra-Gresham Group transactions"), made or proposed any change
in its loan capital;
(iv) save for intra-Gresham Group transactions, implemented,
effected, authorised, proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation, scheme
or (except in the ordinary and usual course of trading) acquisition or disposal
of (or of any interest in) shares (or the equivalent thereof) or material (in
value terms or otherwise) assets in any undertaking or undertakings (except in
any such case where the consequences of any such merger, demerger,
reconstruction, amalgamation, scheme, acquisition or disposal would not be
material (in value terms or otherwise) in the context of the Gresham Group taken
as a whole);
(v) entered into or materially improved, or made any offer (which
remains open for acceptance) to enter into or materially improve, the terms of
the employment contract with any director of Gresham or except in the ordinary
and usual course of business, any person occupying one of the senior executive
positions in the Gresham Group;
(vi) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Gresham Group taken as a
whole, issued any loan capital or debentures or (save in the ordinary course of
business and save for intra-Gresham Group transactions) incurred any
indebtedness or contingent liability;
(vii) purchased, redeemed or repaid any of its own shares or other
securities (or the equivalent) or reduced or made any other change to any part
of its share capital;
(viii) except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the Gresham Group taken as a whole
(and save for intra-Gresham Group transactions):
(1) merged with any body corporate, partnership or business; or
(2) acquired or disposed of, transferred, mortgaged or encumbered
any material assets or any right, title or interest in any material asset
(including shares and trade investments);
(ix) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Gresham Group taken as a
whole:
(1) entered into or varied any contract, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude;
(2) entered into or varied any contract, transaction, arrangement
or commitment otherwise than in the ordinary and usual course of business; or
(3) entered into or varied any contract, transaction, arrangement
or commitment which would be restrictive on the business of any member of the
Gresham Group;
(x) waived or compromised any claim which would be material in
the context of the Gresham Group taken as a whole;
(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 generally (other than any subsidiary which does not carry
on business and has no material assets);
(xii) (except as a result of an intra-Gresham Group transfer)
ceased to carry on all or a substantial part of any business;
(xiii) save for voluntary solvent liquidations, taken any corporate
action or had any legal proceedings instituted against it in respect of its
winding-up, dissolution, examination or reorganisation or for the appointment of
a receiver, examiner, administrator, administrative receiver, trustee or similar
officer of all or any part of its assets or revenues;
(xiv) taken any corporate action or had any analogous proceedings
instituted against it in any jurisdiction in respect of its winding-up,
dissolution, examination or reorganisation; or
(xv) appointed any analogous person in any jurisdiction in which
Gresham or any Material Subsidiary shall be incorporated or carry on any
business which is material (in value or otherwise), in the context of the
Gresham Group taken as a whole;
(xvi) made any change to the memorandum or articles of association
or other incorporation documents of Gresham or any of its Material Subsidiaries;
or
(xvii) entered into any binding agreement or contract to effect any of
the transactions, matters or events set out in this condition (f) (without
prejudice to the exceptions to or in any such paragraph with regard to
materiality and other matters);
(g) save as Disclosed or as publicly announced by Gresham (by
delivery of an announcement to the Irish Stock Exchange or the London Stock
Exchange prior to the date of this announcement), since 31 December 2002:
(i) there not having arisen any adverse change or deterioration
in the business, assets, financial or trading position or profits or prospects
of Gresham or any member of the Gresham Group (save to an extent which would not
be material (in value terms or otherwise) in the context of the Gresham Group
taken as a whole);
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Gresham Group or any director of
any member of the Gresham Group is or would reasonably be expected to become a
party (whether as plaintiff or defendant or otherwise) and no investigation by
any Third Party against or in respect of any member of the Gresham Group having
been instituted or remaining outstanding (save where the consequences of such
litigation, arbitration proceedings, prosecution or other legal proceedings or
investigation are not or would not be material (in value terms or otherwise) in
the context of the Gresham Group taken as a whole); and
(iii) no contingent or other liability existing or having arisen
which would reasonably be expected to affect adversely any member of the Gresham
Group (save where such liability is not or would not be material (in value terms
or otherwise) in the context of the Gresham Group taken as a whole);
(h) save as Disclosed, Precinct not having discovered that any
financial, business or other information concerning the Gresham Group (which is
material in the context of the Gresham Group taken as a whole) is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not materially
misleading (save where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Gresham Group taken as a whole); and
(i) save as Disclosed or as publicly announced by Gresham (by
delivery of an announcement to the Irish Stock Exchange or the London Stock
Exchange prior to the date of this announcement), Precinct not having discovered
(except where the consequences thereof would not be material in the context of
the Gresham Group taken as a whole):
(i) in relation to any release, emission, discharge, disposal
or other fact or circumstance which has occurred and has caused harm to the
environment or to human health, that any past or present member of the Gresham
Group has acted in violation of any laws, statutes, regulations, notices or
other legal or regulatory requirements of any Third Party;
(ii) that there is any liability, whether actual or contingent,
to make good, repair, reinstate or clean up any property now owned, occupied or
made use of by any past or present member of the Gresham Group or any controlled
waters under any environmental legislation, regulation, notice, circular, order
or other lawful requirement of any relevant authority (whether by formal notice
or order) or Third Party; or
(iii) that circumstances exist which require any member of the
Gresham Group under any applicable legislation referred to in Paragraph 2(i)(i)
of this Appendix II, above to improve or modify existing or install new plant,
machinery or equipment or to carry out any changes in the processes currently
carried out.
3. Subject to the requirements of the Panel, Precinct will
reserve the right (but shall be under no obligation) to waive, in whole or in
part all or any of the above conditions set out in paragraph 2 of this Part A
apart from the Acceptance Condition.
4. The Ordinary Share Offer will lapse unless all of the
conditions set out in paragraph 2 of this Part A have been fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by
Precinct to be or to remain satisfied on the day which is 21 days after the
later of:
(a) the initial closing date;
(b) the date on which the Acceptance Condition is fulfilled; or
(c) such later date as Precinct may, with the consent of the
Panel (to the extent required) decide.
Precinct shall not be obliged to waive (if capable of waiver) or treat as
satisfied any of conditions 2(b) to (i) by a date earlier than the latest day
for the fulfilment of all conditions (referred to above in this paragraph)
notwithstanding that any other conditions of the Ordinary Share Offer may at
such earlier date have been waived or fulfilled or that there are at such
earlier dates no circumstances indicating that the relevant condition may not be
capable of fulfilment.
5. If Precinct is required by the Panel to make an offer for
the Ordinary Shares under the provisions of Rule 9 of the Irish Takeover Rules,
Precinct may make such alterations to the above conditions as are necessary to
comply with such provisions.
Part B: Conditions to and certain further terms of the Preference Share Offer
The Preference Share Offer will be made by Deloitte Corporate Finance on behalf
of Precinct, will comply with the Irish Takeover Rules and will be subject to
the terms and conditions set out below and to be set out in the Offer Document
(including the Preference Share Form of Acceptance). The Preference Share Offer
and any acceptances thereunder will be governed by Irish law and be subject to
the exclusive jurisdiction of the courts of Ireland which exclusivity shall not
limit the right to seek provisional or protective relief in the courts of
another State, during or after any substantive proceedings have been instituted
in Ireland, nor shall it limit the right to bring enforcement proceedings in
another State on foot of an Irish judgement.
1. For the purposes of the conditions set out in this Part B:
(a) "Acceptance Condition" means the condition set out in
paragraph 2(a) of Part A of this Appendix II;
(b) "Authorisations" and "Authorisation" have the meanings
ascribed thereto in paragraph 2(b) of this Part B;
(c) "initial closing date" means 3.00 p.m. (Dublin time) on the
date fixed by Precinct as the first closing date of the Preference Share Offer,
unless and until Precinct in its discretion shall have extended the initial
offer period, in which case the term "initial closing date" shall mean the
latest time and date at which the initial offer period, as so extended by
Precinct, will expire or, if earlier, the date on which the Preference Share
Offer is declared unconditional in all respects;
(d) "initial offer period" means the period from the date of
despatch of the Offer Document to and including the initial closing date;
(e) "Material Subsidiary" has the meaning ascribed thereto in
paragraph 2(b)(i) of this Part B;
(f) "Third Parties" and "Third Party" have the meanings ascribed
thereto in paragraph 2(b) of this Part B;
2. The Preference Share Offer will be subject to the following
conditions:
(a) the Ordinary Share Offer having become or been declared
unconditional in all respects;
(b) no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
including any national anti-trust or merger control authorities, court,
tribunal, trade agency, professional association, environmental body, any
analogous body whatsoever or tribunal in any jurisdiction ("Third Parties" and
each a "Third Party") having decided to take, institute or implement any action,
proceeding, suit, investigation, enquiry or reference or having made, proposed
or enacted any statute, regulation or order or having done or decided to do
anything which would or would reasonably be expected to:
(i) make the Preference Share Offer or its implementation, or
the acquisition or the proposed acquisition by Precinct of any shares in, or
control of, Gresham, or any of the assets of Gresham void, illegal or
unenforceable under the laws of any jurisdiction in which Gresham or any
subsidiary or subsidiary undertaking of Gresham which is material in the context
of the Gresham Group taken as a whole (a "Material Subsidiary") is incorporated
or carries on a business which is material in the context of the Gresham Group
taken as a whole, or otherwise, directly or indirectly, restrain, revoke,
prohibit, materially restrict or materially delay the same or impose additional
or different conditions or obligations with respect thereto (except for
conditions or obligations that would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole), or otherwise
challenge or interfere therewith (except where the result of such challenge or
interference would not have, or would not reasonably be expected to have, a
material adverse effect on the Gresham Group taken as a whole);
(ii) result in a material delay in the ability of Precinct, or
render Precinct unable, to acquire some or all of the Preference Shares or
require a divestiture by Precinct of any shares in Gresham;
(iii) require the divestiture by Precinct or by any member of the
Gresham Group of all or any shares or securities of any member of the Gresham
Group or (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Gresham Group taken as a whole) any
portion of their respective businesses, assets or property or impose any
material limitation on the ability of any of them to conduct their respective
businesses or own their respective assets or properties, or any part thereof;
(iv) impose any material limitation on, or result in a material
delay in:
(1) the ability of Precinct to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares
(or the equivalent) in, or to exercise voting or management control over,
Gresham or any Material Subsidiary; or
(2) the ability of any member of the Gresham Group to hold or
exercise effectively, directly or indirectly, rights of ownership of shares (or
the equivalent) in, or to exercise rights of voting or management control over,
any member of the Gresham Group;
(v) require Precinct or any member of the Gresham Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
in, or any interest in any asset of any member of the Gresham Group owned by any
third party (except where the consequences thereof would not be material in the
context of the Gresham Group taken as a whole);
(vi) impose any limitation on the ability of any member of the
Gresham Group to integrate or co-ordinate its business, or any part of it, with
the businesses of any other member of the Gresham Group (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Gresham Group taken as a whole);
(vii) cause any member of the Gresham Group to cease to be entitled
to any Authorisation used by it in the carrying on of its business (except where
the consequences thereof would not be material (in value terms or otherwise) in
the context of the Gresham Group taken as a whole); or
(viii) otherwise adversely affect the business, profits, assets,
liabilities, financial or trading position of any member of the Gresham Group
(except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole);
(c) all necessary notifications and filings having been made, all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction in which
Gresham or a Material Subsidiary is incorporated or carries on any business
(which is material in the context of the Gresham Group taken as a whole) having
expired, lapsed or having been terminated (as appropriate) (save to an extent
which would not be material (in value terms or otherwise) in the context of the
Gresham Group taken as a whole) and all statutory or regulatory obligations in
any jurisdiction in which Gresham or a Material Subsidiary is incorporated or
carries on any business (which is material (in value terms or otherwise) in the
context of the Gresham Group taken as a whole) having been complied with (save
to an extent which would not be material in the context of the Gresham Group
taken as a whole), in each case, in connection with the Preference Share Offer
or its implementation and all authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences, permissions and approvals in any
jurisdiction ("Authorisations" and each an "Authorisation") reasonably deemed
necessary or appropriate by Precinct for, or in respect of, the Preference Share
Offer having been obtained on terms and in a form reasonably satisfactory to
Precinct from all appropriate Third Parties (except where the consequence of the
absence of any such Authorisation would not be material (in value terms or
otherwise) in the context of the Gresham Group taken as a whole), all such
Authorisations remaining in full force and effect, there being no notified
intention to revoke or vary or not to renew the same at the time at which the
Preference Share Offer becomes otherwise unconditional in all respects and all
necessary statutory or regulatory obligations in any such jurisdiction having
been complied with (except where the consequence thereof would not be material
(in value terms or otherwise) in the context of the Gresham Group taken as a
whole);
(d) all applicable waiting periods and any other time periods
during which any Third Party could, in respect of the Preference Share Offer or
the acquisition or proposed acquisition of any shares or other securities (or
the equivalent) in, or control of, Gresham or any member of the Gresham Group by
Precinct, institute or implement any action, proceedings, suit, investigation,
enquiry or reference under the laws of any jurisdiction in which Gresham or a
Material Subsidiary shall be incorporated or carry on any business which is
material in the context of the Gresham Group taken as a whole which would be
reasonably expected adversely to affect (to the extent which would be material
(in value terms or otherwise) in the context of the Gresham Group as a whole)
any member of the Gresham Group, having expired, lapsed or been terminated;
3. Subject to the requirements of the Panel, Precinct will
reserve the right (but shall be under no obligation) to waive, in whole or in
part all or any of the conditions set out in paragraph 2 of this Part B apart
from the condition set out in paragraph 2(a) of this Part B.
4. The Preference Share Offer will lapse unless all of the
conditions set out in paragraph 2 of this Part B have been fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by
Precinct to be or to remain satisfied on the day which is 21 days after the
later of:
(a) the initial closing date;
(b) the date on which the Acceptance Condition is fulfilled; or
(c) such later date as Precinct may, with the consent of the
Panel (to the extent required) decide.
Except for the condition set out in paragraph 2(a) of this Part B, Precinct
shall not be obliged to waive (if capable of waiver) or treat as satisfied any
condition by a date earlier than the latest day for the fulfilment of all
conditions (referred to above in this paragraph) notwithstanding that any other
condition of the Preference Share Offer may at such earlier date have been
waived or fulfilled or that there are at such earlier dates no circumstances
indicating that the relevant condition may not be capable of fulfilment.
5. If Precinct is required by the Panel to make an offer for
the Preference Shares under the provisions of Rule 9 of the Irish Takeover
Rules, Precinct may make such alterations to the above conditions as are
necessary to comply with such provisions.
APPENDIX III
SUMMARY OF THE SHARE OPTION PROPOSAL
The Share Option Proposal will comprise the offer of a cash payment to holders
of Gresham Share Options in return for their accepting the proposal. Holders of
Gresham Share Options who accept the Share Option Proposal will agree, subject
to the Ordinary Share Offer being declared unconditional in all respects, to
exercise their Gresham Share Options immediately upon, and subject to, such
Gresham Share Options becoming exercisable, and to accept the Ordinary Share
Offer in respect of the Ordinary Shares which are issued to them pursuant to the
exercise of such options.
Gresham Share Options will become exercisable, in the context of the Offers, if
Precinct becomes bound or entitled to acquire either Ordinary Shares or
Preference Shares or both pursuant to section 204 of the Companies Act 1963. If
Precinct does not become bound or entitled to acquire such shares, then the
Gresham Share Options will not become exercisable in the context of the Offers.
In such circumstances, holders of Gresham Share Options will not be entitled to
participate in the Offers save to the extent they also hold Gresham Shares.
The Share Option Proposal is intended to enable holders of Gresham Share Options
to participate in the Ordinary Share Offer if their Gresham Share Options become
exercisable without the need for them to finance the exercise price of the
Gresham Share Options in advance of such options being exercised. None of the
Gresham Share Options is currently exercisable.
Subject to the Gresham Share Options becoming exercisable and the Ordinary Share
Offer being declared unconditional in all respects, the cash payable to a holder
of Gresham Share Options (for each Ordinary Share the subject of such options)
who accepts the proposal shall be an amount equal to the the price per Ordinary
Share payable under the Ordinary Share Offer (being the cash consideration of
Euro1.30 together with the additional contingent cash consideration of Euro0.05 (if it
becomes payable under the Ordinary Share Offer)) less the exercise price per
Ordinary Share financed by Precinct on behalf of the relevant option holder less
any amount required to be deducted by Precinct or Gresham in respect of income
tax or other applicable deductions.
APPENDIX IV
BASES AND SOURCES
1. Unless otherwise stated, the financial information on the Gresham
Group for the 11 months ended 31 December 2002 is extracted from the audited
accounts for the period and for the year ended 31 December 2003 is extracted
from the preliminary results announcement dated 2 April 2004.
2. The value of the Offers is based upon there being 79,488,030
Ordinary Shares and 4,200,000 Preference Shares in issue as at 20 May 2004,
being the last practicable date prior to the date of this announcement. In
addition there are options to subscribe for 1,885,000 Ordinary Shares currently
in existence under the Gresham Share Option Scheme.
3. The prices of Ordinary Shares are sourced from the Daily Official
List.
4. References to a percentage of Ordinary Shares are based on the
number of Ordinary Shares in issue as at 20 May 2004 but do not include any
shares to be issued to holders of options under the Gresham Share Option Scheme.
APPENDIX V
DEFINITIONS
1. The following definitions apply throughout the summary to
and this announcement, unless the context requires otherwise:
"Acceptance Documents" the Ordinary Share Form of Acceptance and the Preference Share Form
of Acceptance;
"AIB Corporate Finance" AIB Corporate Finance Limited, a subsidiary of Allied Irish Banks
plc;
"Australia" the Commonwealth of Australia, its states, territories and
possessions;
"Board of Gresham" or the " the directors of Gresham;
Board"
"Business Day" a day, other than a Saturday or Sunday, on which clearing banks are
normally open for business in Dublin;
"Canada" Canada, its provinces, territories and all areas subject to its
jurisdiction and any political sub-division thereof;
"Closing Price" the closing middle market quotation of a relevant share as derived
from the Daily Official List;
"Daily Official List" the Daily Official List of the Irish Stock Exchange;
"Deloitte Corporate Finance" Deloitte Corporate Finance, a division of Deloitte & Touche which is
a partnership organised under the laws of Ireland and which is
authorised by the Institute of Chartered Accountants in Ireland to
carry on investment business in Ireland;
"Euro" or "Euro" the lawful currency for the time being of Ireland;
"Gresham" or the "Company" Gresham Hotel Group plc, a public limited company incorporated in
Ireland;
"Gresham Group" or the "Group" Gresham, its subsidiaries and its subsidiary undertakings;
"Gresham Shareholders" the holders of Gresham Shares;
"Gresham Share Options" options to subscribe for Ordinary Shares pursuant to the Gresham
Share Option Scheme;
"Gresham Share Option Scheme" the Ryan Hotels plc 1995 Share Option Scheme;
"Gresham Shares" the Ordinary Shares and the Preference Shares and each a "Gresham
Share";
"Ireland" Ireland (excluding Northern Ireland) and the word Irish shall be
construed accordingly;
"Irish Stock Exchange" The Irish Stock Exchange Limited;
"Irish Takeover Act" Irish Takeover Panel Act 1997;
"Irish Takeover Rules" the Irish Takeover Panel Act 1997, Takeover Rules 2001 and 2002 and
the Irish Takeover Panel Act 1997, Substantial Acquisition Rules
2001 or any of them as the context may require;
"London Stock Exchange" London Stock Exchange plc;
"Offer Document" the document which will, subject to the satisfaction or waiver of
the Pre-conditions, be despatched to Gresham Shareholders and, for
information only, to holders of Gresham Share Options, detailing the
terms and conditions of the Ordinary Share Offer and the Preference
Share Offer;
"Offers" the Ordinary Share Offer and the Preference Share Offer;
"Ordinary Share Form of the form of acceptance, election and authority relating to the
Acceptance" Ordinary Share Offer to accompany the Offer Document for use by
Ordinary Shareholders;
"Ordinary Shareholder" a holder of Ordinary Shares, and "Ordinary Shareholders" shall be
construed accordingly;
"Ordinary Share Offer" the recommended cash offer to be made (subject to the satisfaction
or waiver of the Pre-conditions) by Deloitte Corporate Finance on
behalf of Precinct for the entire issued, and to be issued, Ordinary
Shares (other than that beneficially owned by Precinct on the date
of despatch of the Offer Document) subject to the conditions set out
in this announcement and to be set out in the Offer Document and in
the Ordinary Share Form of Acceptance;
"Ordinary Shares" the existing issued fully paid ordinary shares of Euro0.10 each in the
capital of Gresham and any further such shares which are
unconditionally allotted or issued after the date hereof and before
the Ordinary Share Offer closes (or before such other time as
Precinct may, subject to the Irish Takeover Rules, decide in
accordance with the terms and conditions of the Ordinary Share
Offer) (and each an "Ordinary Share");
"Panel" the Irish Takeover Panel established under the Irish Takeover Act;
"Precinct" Precinct Investments Limited, a private limited company incorporated
in Ireland with registration number 378159;
"Pre-conditions" the pre-conditions to making the Offers as set out in Appendix I of
this announcement (and each a "Pre-condition");
"Preference Share Form of the form of acceptance, election and authority relating to the
Acceptance" Preference Share Offer to accompany the Offer Document for use by
Preference Shareholders;
"Preference Shareholder" a holder of Preference Shares, and "Preference Shareholders" shall
be construed accordingly;
"Preference Share Offer" the recommended cash offer to be made (subject to the satisfaction
or waiver of the Pre-conditions) by Deloitte Corporate Finance on
behalf of Precinct for the entire issued, and to be issued,
Preference Shares (other than that beneficially owned by Precinct on
the date of despatch of the Offer Document) subject to the
conditions set out in this announcement and to be set out in the
Offer Document and in the Preference Share Form of Acceptance;
"Preference Shares" the existing issued fully paid participating preference shares of Euro
0.10 each in the capital of Gresham and any further such shares
which are unconditionally allotted or issued after the date hereof
and before the Preference Share Offer closes (or before such other
time as Precinct may, subject to the Irish Takeover Rules, decide in
accordance with the terms and conditions of the Preference Share
Offer) (and each a "Preference Share");
"Recommending Directors" the directors of Gresham (with the exception of Messrs Harvey Soning
and Amos Pickel);
"Share Option Proposal" the proposal to be made by Deloitte Corporate Finance on behalf of
Precinct to the holders of Gresham Share Options, the principal
terms of which are summarized in Appendix III;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and
"UK Listing Authority" The Financial Services Authority acting in its capacity as competent
authority for the purposes of Part VI of the Financial Services and
Markets Act 2000 of the United Kingdom;
"UK Official List" the official list maintained by the UK Listing Authority for the
purposes of Part VI of the Financial Services and Markets Act 2000
of the United Kingdom; and
"United States" or "US" the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
and any other area, subject to its jurisdiction.
2. All amounts contained within this announcement referred to
by "Euro" and "c" refer to the euro and cent.
3. Any references to "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the European
Communities (Companies: Group Accounts) Regulations 1992.
4. Any references to any provision of any legislation shall
include any amendment, modification, re-enactment or extension thereof.
5. Any reference to "Appendix" or "Appendices" is to an
appendix or the appendices to this announcement.
6. Words importing the singular shall include the plural and
vice versa and words importing the masculine shall include the feminine or
neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEAKSFAEKLEFE
Gresham Hotel (LSE:GHL)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Gresham Hotel (LSE:GHL)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
