RNS Number:5890E
Semara Holdings PLC
28 January 2000
Not for release, publication or distribution in or into the United
States of America, Canada, Japan or Australia
28 January 2000
Recommended Cash Offer by Warburg Dillon Read on behalf of Johnson
Service Group PLC for Semara Holdings Plc
* The boards of Johnson and Semara announce the terms of a
recommended cash offer for Semara to be made by Warburg Dillon
Read on behalf of Johnson for the issued and to be issued share
capital of Semara.
* The Offer will be 100 pence in cash for each Semara Share,
valuing the entire issued share capital of Semara at approximately
#94.6 million.
* The Offer represents a premium of approximately 38 per cent.
to the closing price of 72.5 pence per Semara Share on 27 January
2000, being the last business day prior to the announcement of the
Offer.
* The Offer will be unanimously recommended by the Board of
Semara. Johnson has received irrevocable undertakings to accept
the Offer from certain institutional shareholders in Semara in
respect of their shareholdings of 35,483,807 Semara Shares which
represent approximately 37.5 per cent. of Semara's issued share
capital.
* The Board of Johnson has entered into an agreement with
Minit, whereby Minit will assume the obligations of Semara arising
from its position as prior tenant or guarantor in respect of the
leases of retail shops previously acquired by Mister Minit (UK)
from Semara. The cost to Johnson of this agreement will be #5.0
million.
* The Acquisition is expected to be significantly earnings
enhancing before amortisation of goodwill and reorganisation costs
for Johnson in the first full financial year of ownership.
* Commenting on the Offer, Richard Zerny, Chief Executive of
Johnson, said:
* "This acquisition will strengthen Johnson's position as a
leading player in the workwear rental market. It is in line with
our strategy of focusing on textile rental services. We believe
that there is substantial scope for synergies and margin
improvement in the combined group as the two businesses are
closely aligned in the markets they serve. The separate agreement
we have reached with Minit enables us to remove the uncertainty of
Semara's substantial residual contingent lease liabilities."
* Commenting on the Offer, Sir David Davies, Chairman of
Semara, said:
* "The Semara Board believes this offer is fair and reasonable
and provides a higher value to Semara Shareholders than Semara is
likely to achieve as an independent company in the immediate
future. Accordingly, we will be recommending that Semara
Shareholders accept the offer."
* This summary should be read in conjunction with the full text
of this announcement. The conditions and certain terms of the
Offer are set out in Appendix I to this announcement. Appendix II
to this announcement contains definitions of certain expressions
used in this announcement.
Enquiries
Johnson
Richard Zerny (Chief Executive) 0171 796 4133 (today)
0151 933 6161 (thereafter)
Michael Sutton (Finance Director) 0171 796 4133 (today)
0151 933 6161 (thereafter)
Warburg Dillon Read (advisers to Johnson)
Michael Del Mar 0171 567 8000
Nic Hellyer 0171 567 8000
Cazenove & Co. (brokers to Johnson)
Malcolm Moir 0171 588 2828
Hudson Sandler (PR advisers to Johnson)
Michael Sandler 0171 796 4133
Wendy Baker 0171 796 4133
Semara
David Gawler (Chief Executive) 0171 436 4141
HSBC (advisers to Semara)
Aidan Wallis 0171 336 9000
West LB Panmure (brokers to Semara)
Richard Payne 0171 638 4010
Square Mile Communications (PR advisers to Semara)
Alastair MacKinnon-Musson 0171 601 1000
Philip Dennis 0171 601 1000
A presentation to analysts will be held at 9.30 am today at the
offices of Hudson Sandler, 29 Cloth Fair, London EC1A 7JQ.
The Offer is not being made, directly or indirectly, in or into
the United States of America, Canada, Australia or Japan.
Accordingly, neither copies of this announcement nor any related
documents are to be mailed or otherwise distributed or sent in or
into the United States of America, Canada, Australia or Japan.
Warburg Dillon Read, the investment banking division of UBS AG,
which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Johnson and for no one
else in connection with the Offer and will not be responsible to
anyone other than Johnson for providing the protections afforded
to its customers or for giving advice in relation to the Offer.
HSBC, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively for Semara
and for no one else in connection with the Offer and will not be
responsible to anyone other than Semara for providing the
protections afforded to customers of HSBC or for providing advice
in relation to the Offer.
Not for release, publication or distribution in or into the United
States of America, Canada, Japan or Australia
28 January 2000
Recommended Cash Offer by Warburg Dillon Read on behalf of Johnson
Service Group PLC for Semara Holdings Plc
The Boards of Johnson and Semara announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Warburg Dillon Read on behalf of Johnson of 100 pence per share
for the entire issued and to be issued share capital of Semara.
The Offer values the whole of the issued share capital of Semara
at approximately #94.6 million.
The Directors of Semara, who have been so advised by HSBC,
consider the terms of the Offer to be fair and reasonable.
Accordingly, the Directors of Semara will unanimously recommend
Semara Shareholders to accept the Offer as they intend to do so in
respect of their own holdings.
Johnson has received irrevocable undertakings to accept the Offer
from certain institutional shareholders in Semara in respect of
their beneficial shareholdings of 35,483,807 Semara Shares which
represent approximately 37.5 per cent. of Semara's issued share
capital.
Johnson has entered into an agreement with Minit, whereby Minit
will assume the obligations of Semara arising from its position as
prior tenant or guarantor in respect of the leases of retail shops
previously acquired by Mister Minit (UK) from Semara. The cost to
Johnson of this agreement will be #5.0 million.
The Acquisition is expected to be immediately earnings enhancing
before amortisation of goodwill and re-organisation costs, and is
also expected to be significantly earnings enhancing on the same
basis in the first full financial year of ownership.
Cazenove & Co. is acting as broker to Johnson in relation to the
Offer. West LB Panmure is acting as broker to Semara in relation
to the Offer.
The Offer
The Offer, which will be subject to the conditions and further
terms set out in Appendix I and to be set out in the Offer
Document, will be made on the following basis:
for each Semara Share 100 pence in cash
The Offer represents a premium of approximately 38 per cent. to
the closing price of 72.5 pence per Semara Share on 27 January
2000, being the last business day prior to the announcement of the
Offer.
Semara Shares will be acquired under the Offer fully paid and free
from all liens, charges, equities, encumbrances and other
interests and together with all rights attaching thereto from the
time of this announcement including, without limitation, the right
to receive and retain any dividend and other distribution,
announced, declared, made or payable from such time.
Information relating to the Johnson Group
Johnson is one of the largest textile rental operators and the
leading retail drycleaning company in Britain. Its textile rental
services division is a provider of workwear rental services under
the Johnsons Apparelmaster brand. Connacht Court Group, acquired
in 1998, is one of the largest textile rental businesses in the
Republic of Ireland. Stalbridge Linen Services is Johnson's
specialist linen business serving high quality restaurants and
catering establishments. Johnsons Cleaners is Britain's largest
retail drycleaner with approximately 540 shops nationwide.
Johnson has also recently established a washroom services
business, which will be expanded both across Johnson's existing
customer base and by acquisition.
For the financial year ended 26 December 1998, the Johnson Group
reported audited consolidated profits before taxation,
amortisation of goodwill and exceptional items of #23.4 million
(1997: #20.1 million) on turnover of #198.4 million (1997: #191.5
million). As at 26 December 1998, the Johnson Group had audited
consolidated net assets of #90.4 million (1997: #78.0 million).
For the 26 week period ending 26 June 1999, the Johnson Group
reported unaudited consolidated profits before taxation,
amortisation of goodwill and exceptional items of #12.8 million on
turnover of #92.7 million. As at 26 June 1999, the Johnson Group
had unaudited consolidated net assets of #97.6 million and
reported net debt of #1.9 million.
Information relating to the Semara Group
Semara was formerly known as Sketchley Plc. Historically it
consisted of three divisions: Textile Services, Sketchley Retail
and Utility Services. Sketchley Retail, its retail drycleaning and
photoprocessing business, was sold in July 1998 to Mister Minit
(UK) and Utility Services, which installs and maintains
telecommunications, water and electricity networks for major
utilities, was sold in December 1999.
Textile Services, Semara's remaining division, comprises four
businesses, by far the largest of which is workwear and linen
rental. This provides garment and linen rental operating from six
plants in Britain. Semara is one of the leading providers of such
services throughout Britain and has a broad range of industrial
and commercial customers.
Semara's other businesses are: Dimensions Corporatewear, which
designs, sources and distributes corporatewear; CCM, which sources
and manufactures work clothing for both the Semara rental business
and external customers; and Aircraft Services, which cleans and
packages blankets, linen, cutlery and headsets for airlines.
For the year ended 2 April 1999, the turnover and operating profit
(before exceptional items) attributable to Textile Services were
#92.5 million (1998 as restated: #83.9 million), and #8.8 million
(1998 as restated: #7.7 million) respectively. Corporate costs
(before exceptional items) for the Semara Group in the same period
were #1.7 million (1998 as restated: #3.0 million). As stated in
Semara's circular of 19 November 1999 to its shareholders in
relation to the disposal of Utility Services, the pro-forma net
assets of the Semara Group as at 1 October 1999 were #40.4
million.
Background to and reasons for the Offer
Johnson has two core businesses, Textile Rental and Retail
Drycleaning. The Board of Johnson believes that the textile
rental market in the UK and the Republic of Ireland offers
considerable opportunities for growth. Johnson has made a number
of acquisitions to further its strategic objective of
strengthening its presence in this market including the recent
purchase of Connacht Court Group, one of the largest textile
rental businesses in the Republic of Ireland.
The Board of Johnson has for some time been considering acquiring
Semara. However, Semara's high level of debt, the performance of
its former drycleaning business, Sketchley Retail, and in
particular its substantial contingent lease liabilities had made
the proposition unattractive. In addition Johnson had no wish to
acquire Utility Services. The recent sale by Semara of this
business, reducing debt to a pro forma level of #7.4 million as
at 1 October 1999 (as stated in Semara's circular to its
shareholders in relation to this sale) enabled Johnson to
reconsider an acquisition of Semara, subject to a resolution of
the problem of the residual contingent lease liabilities.
As at 2 April 1999, the aggregate residual contingent liabilities
in respect of the lease rentals payable in connection with the
Sketchley Retail leasehold properties was estimated by Semara to
be #50.3 million. As a result the Board of Johnson was of the
view that, unless the uncertainty associated with these lease
liabilities could be removed, the acquisition of Semara would
expose Johnson to an unacceptable level of risk. In order to
remove this risk, the Board of Johnson has secured an agreement
with Minit whereby Minit will assume all of these contingent
liabilities at a cost to Johnson of #5.0 million.
With the sale of Sketchley Retail and Utility Services, the
significant reduction in its debt and the elimination of the risk
attaching to the contingent lease liabilities, Semara represents a
highly attractive acquisition opportunity in furtherance of
Johnson's stated strategy. The combination of Johnson and Semara
gives scope for cost savings and the Enlarged Group will be a
leading force in the textile rental industry.
Semara's contingent lease liabilities and the agreement with Minit
In order to eliminate entirely the risk associated with Semara's
contingent leasehold liabilities, Johnson has entered into an
agreement with Minit whereby ownership of the holding company of
the Semara Group, Semara Holdings Plc, will be assumed by Minit at
a cost to Johnson of #5.0 million. As a result of this
arrangement, Minit will assume all liabilities previously accruing
to Semara relating to the leases of retail shops acquired by
Mister Minit (UK) from Semara. As a result of this agreement there
can be no claim on Johnson in respect of these leases.
Management and employees
Johnson has given assurances that the existing employment rights,
including pension rights, of the management and employees of
Semara will be fully safeguarded by Johnson.
Semara Share Schemes
The Offer will extend to any Semara Shares issued or
unconditionally allotted while the Offer remains open for
acceptance (or, subject to the City Code, by such earlier date as
Johnson may decide), pursuant to the exercise of options granted
under the Semara Share Schemes. Appropriate proposals will be
made to holders of options under the Semara Share Schemes in due
course.
Inducement Fee
Semara has agreed to make a payment to Johnson of #600,000 in the
event that the Offer lapses or is withdrawn as a result of the
announcement of a third party offer which subsequently becomes or
is declared unconditional in all respects.
Irrevocable undertakings
Irrevocable undertakings to accept the Offer have been received
from shareholders in respect of 35,483,807 Semara shares
representing approximately 37.5 per cent. of Semara's issued share
capital. These undertakings cease to have effect if a competing
offer is made at or above a price of 110 pence per Semara Share.
Recommendation
Following the completion of the sale of Utility Services on 6
December 1999, Semara now comprises Textile Services and its
related businesses. Textile Services has been a consistently
successful business within the Semara Group and is well placed to
maintain the progress made in recent years. Nonetheless, the
Directors of Semara acknowledge that Semara remains a relatively
minor player in certain of the markets in which it operates and
that future growth might require significant investment and could
not be guaranteed. The Directors of Semara have recognised that
Semara could benefit from the resources available to a larger
group and to this end entered into discussions with a number of
parties.
In the light of these discussions, the Directors of Semara, who
have been so advised by HSBC, have concluded that the Offer
provides higher value for Semara Shareholders than Semara is
likely to achieve as an independent company in the immediate
future, and that it is fair and reasonable. Accordingly, the
Directors of Semara will unanimously recommend Semara Shareholders
to accept the Offer as they intend to do so in respect of their
own holdings of Semara Shares.
General
(a) Johnson holds 100 Semara Shares. Richard Zerny, a director
of Johnson, holds 10 Semara Shares. Save as disclosed above,
neither Johnson nor any director of Johnson and their immediate
families and connected persons nor any person acting in concert
with Johnson, owns or controls any Semara Shares or has any option
to acquire any Semara Shares.
(b) The availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant jurisdiction.
Persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about and observe any applicable
requirements.
(c) The Offer Document is expected to be posted to Semara
Shareholders shortly.
(d) A circular to Johnson Shareholders convening an Extraordinary
General Meeting to approve the Acquisition is expected to be
posted shortly.
(e) The definitions of certain expressions used in this
announcement are contained in Appendix II.
(f) This announcement does not constitute an invitation to
purchase any securities.
Enquiries
Johnson
Richard Zerny (Chief Executive) 0171 796 4133 (today)
0151 933 6161 (thereafter)
Michael Sutton (Finance Director) 0171 796 4133 (today)
0151 933 6161 (thereafter)
Warburg Dillon Read (advisers to Johnson)
Michael Del Mar 0171 567 8000
Nic Hellyer 0171 567 8000
Cazenove & Co (brokers to Johnson)
Malcolm Moir 0171 588 2828
Hudson Sandler (PR advisers to Johnson)
Michael Sandler 0171 796 4133
Wendy Baker 0171 796 4133
Semara
David Gawler (Chief Executive) 0171 436 4141
HSBC (advisers to Semara)
Aidan Wallis 0171 336 9000
West LB Panmure (brokers to Semara)
Richard Payne 0171 638 4010
Square Mile Communications (PR advisers to Semara)
Alastair Mackinnon-Musson 0171 601 1000
Philip Dennis 0171 601 1000
A meeting with analysts will be held at 9.30 am today at the
offices of Hudson Sandler, 29 Cloth Fair, London EC1A 7JQ
The Offer is not being made, directly or indirectly, in or into
the United States of America, Canada, Australia or Japan.
Accordingly, neither copies of this announcement nor any related
documents are to be mailed or otherwise distributed or sent in or
into the United States of America, Canada, Australia or Japan.
Warburg Dillon Read, the investment banking division of UBS AG,
which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Johnson and for no one
else in connection with the Offer and will not be responsible to
anyone other than Johnson for providing the protections afforded
to customers of Warburg Dillon Read nor for providing advice in
relation to the Offer.
HSBC, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Semara and for no one
else in connection with the Offer and will not be responsible to
anyone other than Semara for providing the protections afforded to
customers of HSBC or for providing advice in relation to the
Offer.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the First Closing Date
(or such later time(s) and/or date(s) as Johnson may, subject to
the rules of the City Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as Johnson may decide) in
nominal value of the Semara Shares to which the Offer relates,
provided that this condition will not be satisfied unless Johnson
and its wholly owned subsidiaries shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, Semara Shares
carrying in aggregate more than 50 per cent. of the voting rights
then exercisable at a general meeting of Semara.
For the purposes of this condition:
(i) Semara Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights they will
carry upon issue; and
(ii) the expression "Semara Shares to which the Offer relates"
shall mean (i) Semara Shares which have been unconditionally
allotted or issued on or before the date the Offer is made; and
(ii) Semara Shares unconditionally allotted or issued after that
date but before the time the Offer closes, or such earlier date as
Johnson may decide (not being earlier than the date on which the
Offer becomes unconditional as to acceptances or, if later, the
First Closing Date of the Offer) but excluding any Semara Shares
which, on the date the Offer is made, are held or contracted to be
acquired (otherwise than under such a contract as is described in
section 428(5) of the Act) by Johnson and/or its associates
(within the meaning of section 430E of the Act);
(b) the passing at an extraordinary general meeting of
Johnson (or at any adjournment thereof) of such resolutions as
are required or otherwise necessary to approve, implement and
effect the Acquisition;
(c) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade
agency, association, institution or professional body or any
other person or body in any jurisdiction ("Authorities")
having instituted, implemented or threatened any action,
proceedings, suit, enquiry or investigation or made, proposed
or enacted any statute, regulation or order that would or
might:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition by Johnson of Semara Shares or control of
Semara and/or the Semara Group illegal, void or unenforceable or
to otherwise restrain, prohibit, restrict or interfere in or delay
implementation of, or impose additional conditions or obligations
with respect to, or otherwise challenge or interfere with the
proposed acquisition of Semara or any Semara Shares by Johnson in
each case to an extent which is material in the context of the
Offer;
(ii) require or prevent the divestiture by Johnson or any member
of the Johnson Group or any associated company (together the
"Wider Johnson Group") or by Semara or any member of the Semara
Group or any associated company (together the "Wider Semara
Group") of all or any part of their businesses, assets or property
or impose any material limitation on the ability of any of them to
conduct all or any portion of their respective businesses or own
all or any portion of their respective assets or property in each
case the result of which would have a material adverse effect on
the Johnson Group after the completion of the Acquisition;
(iii)impose any material limitation on, or result in a delay
in, the ability of any member of the Johnson Group to acquire
directly or indirectly hold or effectively to exercise all or any
rights of ownership of Semara Shares or on the ability of any
member of the Semara Group or of the Johnson Group to hold or
effectively to exercise all or any rights of ownership of shares
in any member of the Wider Semara Group or to exercise management
control over any such member of the Wider Semara Group in each
case to an extent which is material in the context of the Johnson
Group taken as a whole or, as the case may be, the Semara Group
taken as a whole;
(iv) require any member of the Wider Johnson Group or any member
of the Wider Semara Group to acquire or offer to acquire any
shares in any member of the Wider Semara Group owned by a third
party (other than in the implementation of the Offer) where such
acquisition would be material in the context of the Johnson Group
taken as a whole or, as the case may be, the Semara Group taken as
a whole;
(v) otherwise materially and adversely affect the business,
profits or prospects of any member of the Wider Semara
Group taken as a whole or of the Wider Johnson Group
taken as a whole;
(vi) require, prevent or delay a divestiture, by any member of
the Wider Johnson Group of any shares or other securities
(or the equivalent) in Semara in a manner which is
material in the context of the Offer; or
(vii)result in any member of the Wider Semara Group ceasing
to be able to carry on business under any name which it presently
does so where such a result would be material in the context of
the Semara Group taken as a whole;
and all applicable waiting periods during which any such
Authorities could decide to take, institute, implement or
threaten any such action, proceedings, suit, enquiry or
investigation having expired or been terminated and for these
purposes an "associated company" shall mean an undertaking of
which not less than 20 per cent. of the equity share capital
is held, directly or indirectly, by the relevant group;
(d)all necessary filings having been made, all appropriate
waiting periods under any applicable legislation or regulation of
any territory having expired or been terminated in each case in
respect of the Offer and the acquisition of any Semara Shares or
of control of Semara, all necessary statutory and regulatory
obligations in connection with the Offer in any jurisdiction
having been complied with and all authorisations, orders, grants,
recognitions, confirmations, clearances, consents, licences,
permissions and approvals ("Authorisations") necessary for or
appropriate to the Offer, the carrying on of the business of any
member of the Wider Semara Group and the proposed acquisition of
any shares in, or control of, Semara by Johnson in any
jurisdiction being obtained in terms and in forms reasonably
satisfactory to Johnson from all appropriate Authorities or
persons with whom any member of the Wider Semara Group has entered
into contractual arrangements where the absence of such
Authorisations would have a material adverse affect on the Semara
Group taken as a whole or on the Johnson Group taken as a whole as
the case may be, and such Authorisations, the absence of which
would be material in the context of the Offer, remaining in full
force and effect and no notice of an intention to revoke or not to
renew these having been received;
(e)except as disclosed to Johnson by Semara or as otherwise
publicly announced by Semara by delivery of an announcement to
the Company Announcements Office of the London Stock Exchange
in each case prior to the announcement of the Offer there being
no provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider Semara Group is a
party, or by or to which any such member or any of their
respective assets may be bound or be subject, which could, in
consequence of the proposed acquisition of any of the Semara
Shares by Johnson or because of a change in the control or
management of any member of the Wider Semara Group or
otherwise, result in (to an extent which would be material in
the context of the Semara Group taken as a whole):
(i) any monies borrowed by or other indebtedness or
liabilities, actual or contingent, of any such member of
the Wider Semara Group being or becoming repayable or
capable of being declared repayable prior to their stated
maturity or the ability of any such member to incur any
indebtedness being withdrawn or inhibited;
(ii)any such arrangement, agreement, licence or other
instrument being terminated or modified or any material
action being taken or any onerous obligation arising
under it;
(iii)any interest or business of any member of the Wider
Semara Group in or with any other person, firm, company,
body or asset (or any arrangement or arrangements
relating to any such interest or business) being
terminated, or materially and adversely modified or
affected;
(iv)without limitation of the foregoing, any member of the
Wider Johnson Group or the Wider Semara Group being
required to acquire, or to offer to acquire, any shares
or other securities (or the equivalent) in any member of
the Wider Johnson Group or the Wider Semara Group or any
asset owned by any third party or to sell, or to offer to
sell, any shares or other securities (or the equivalent)
in or any asset owned by any member of the Wider Johnson
Group or the Wider Semara Group;
(v) any member of the Wider Semara Group ceasing to be able
to carry on business under any name under which it
presently does so;
(vi)the creation of material liabilities actual or contingent
by any such member of the Wider Semara Group;
(vii) the value of any member of the Wider Semara Group or
its financial or trading position or prospects being
prejudiced or adversely affected;
(viii)the creation of any mortgage, charge, security or
other interest over the whole or any substantial part of
the business, property or assets of any such member or
any such security (whenever arising or having arisen)
becoming enforceable; or
(ix)the disposal of assets or creation of liabilities by any
such member of the Wider Semara Group (other than in the
ordinary course of business).
(f)since 2 April 1999 and except as disclosed in Semara's
unaudited interim financial statement for the 26 week period
ended 1 October 1999 (the "1999 Interim Results"), or as
otherwise publicly announced by Semara by delivery of an
announcement to the Company Announcements Office of the London
Stock Exchange or otherwise disclosed to Johnson by Semara in
each case prior to the announcement of the Offer, no member of
the Wider Semara Group having:
(i) issued or authorised or proposed the issue of additional
shares of any class (otherwise than pursuant to the terms
of the Semara Share Schemes) or securities convertible
into, or rights, warrants or options to subscribe for or
acquire, any such shares or other securities save as
between Semara and wholly owned subsidiaries of Semara or
redeemed, purchased or reduced any part of its share
capital;
(ii)declared, paid or made or proposed to declare, pay or
make any dividend, bonus or other distribution (whether
payable in cash or otherwise) in respect of any shares in
Semara;
(iii)authorised, proposed or made any announcement of an
intention to propose a merger or demerger or acquisition
(other than in the ordinary course of trading) or change
in its share or loan capital where any of the foregoing
is material in the context of the Semara Group taken as a
whole;
(iv)issued or proposed the issue of any debentures which is
material in the context of the Semara Group taken as a
whole;
(v) (otherwise than in the ordinary course of business)
incurred or increased any indebtedness or contingent
liability which is material in the context of the Semara
Group taken as a whole:
(vi)entered into or varied any material contract or
arrangement (otherwise than in the ordinary course of
business), or reconstruction or amalgamation which would
be materially restrictive on the business of either the
Johnson Group or the Semara Group each taken as a whole;
(vii)waived or compromised any material claim otherwise
than in the ordinary course of business;
(viii)taken or proposed any corporate action or had any
legal proceedings instituted or threatened against it for
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any
administrator, administrative receiver, trustee or
similar officer of all or any of its assets or revenues
or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction;
(ix)to an extent which is material in the context of the
Semara Group taken as a whole and save for transactions
between Semara and its wholly owned subsidiaries and save
in the ordinary course of business disposed or
transferred, mortgaged or encumbered any assets or any
right, title or interest in any asset;
(x) entered into or made an offer to enter into or varied any
contract or commitment (whether in respect of any capital
expenditure or otherwise) which is of a long term or
unusual nature or which involves or could involve such
obligation of a nature or magnitude in either case which
is material in the context of the Semara Group taken as a
whole;
(xi)entered into or varied any service or consultancy
agreement with or in respect of the services of any of
the Directors of Semara; or
(xii)entered into any agreement or commitment or passed any
resolution with respect to any transaction or event referred to in
this paragraph (other than those specifically excluded);
(g) since 2 April 1999 and other than as disclosed in the 1999
Interim Results or as otherwise publicly announced by Semara
by delivery of an announcement to the Company Announcements
Office of the London Stock Exchange or otherwise disclosed to
Johnson by Semara in each case prior to the announcement of
the Offer:
(i) there having been no material adverse change in the
business, financial or trading position or profits or
prospects of the Semara Group taken as a whole:
(ii)no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted or
threatened or remaining outstanding against or by any
member of the Wider Semara Group or to which any member
of the Wider Semara Group is or may become a party
(whether as plaintiff or defendant or otherwise) and no
enquiry or investigation by or complaint or reference to
any authority against or in respect of any member of the
Wider Semara Group having been announced, instituted or
threatened or remaining outstanding, which would or might
have a material affect on that member of the Semara
Group; and
(iii) there having been no receiver, administrative
receiver or other encumbrancer appointed over any of the
assets of any member of the Wider Semara Group or any
analogous proceedings or steps taking place in any
jurisdiction and there having been no petition presented
for the administration of any member of the Wider Semara
Group or any analogous proceedings or steps taking place
in any jurisdiction;
(h) Johnson not having discovered;
(i) that the financial or business information concerning any
member of the Wider Semara Group as contained in the
information publicly disclosed at any time or otherwise
made available in writing to Johnson by any member of the
Wider Semara Group which contains a misrepresentation of
fact or omits to state a fact necessary to make the
information contained in it not misleading in a way which
is material in the context of the Semara Group taken as a
whole;
(ii)that any past or present member of the Wider Semara Group
has not complied with all applicable legislation or
regulations of any jurisdiction with regard to the
disposal, spillage or leak of waste or disposal, release
or emission of hazardous substances and that such non-
compliance would be likely to give rise to any material
liability (whether actual or contingent) on the part of
any member of the Wider Semara Group which might
reasonably be expected adversely to affect to a material
extent the financial or trading position of any member of
the Wider Semara Group taken as a whole;
(iii) that there is any liability (whether actual or
contingent) to make good, repair, reinstate or clean-up
any property now or previously owned, occupied or made
use of by any past or present member of the Wider Semara
Group under any environmental legislation, regulation or
order of any Authorities in any jurisdiction which might
reasonably be expected adversely to affect to a material
extent the financial or trading position of the Wider
Semara Group taken as a whole;
(iv)that circumstances exist whereby a person or class of
persons would be likely to have any claim or claims in
respect of any product or process of manufacture or
materials used in them now or previously manufactured,
sold or carried out by any past or present member of the
Wider Semara Group which claim or claims would be likely
to adversely affect to a material extent the financial or
trading position of the Semara Group taken as a whole; or
(v) any member of the Wider Semara Group is subject to any
liability, contingent or otherwise, which is not
disclosed in the annual report and accounts of Semara for
the year ended 2 April 1999 or in the 1999 Interim
Results or otherwise as previously disclosed by Semara to
Johnson and which is material in the context of the
Semara Group taken as a whole.
and, for the purposes of this condition, a person shall be deemed
to own or have owned property if it has or had (as the case may
be) any interest in it whatsoever.
Johnson reserves the right to waive all or any of conditions (c)
to (h) inclusive, in whole or in part. All the above conditions
must be fulfilled, satisfied or (if capable of waiver) waived as
the case may be, by no later than 21 days after the later of the
First Closing Date and the date on which the Offer becomes or is
declared unconditional as to acceptances or such later date as
Johnson may, with the consent of the Panel decide. Johnson shall
be under no obligation to waive, to determine to be or treat as
fulfilled, any of conditions (c) to (h) inclusive by a date
earlier than the date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If Johnson is required by the Panel to make an offer or offers for
Semara Shares under the provisions of Rule 9 of the City Code,
Johnson may make such alterations to the conditions as are
necessary to comply with the provisions of that Rule.
The Offer will lapse if, before midnight on the First Closing Date
or the date when the Offer becomes or is declared unconditional as
to acceptances, whichever is the later, the acquisition by Johnson
of Semara is referred to the Competition Commission.
Part B - Further terms of the Offer
The Offer will be subject to the applicable requirements of the
City Code. The Offer and any acceptances under the Offer will be
governed by English law.
The Offer will be on the terms and subject to the conditions which
are set out in Part A of this Appendix and those terms which will
be set out in the formal Offer Document.
The Offer will lapse if the acquisition of Semara is referred to
the Office of Fair Trading before the later of the First Closing
Date and the date when the Offer becomes unconditional as to
acceptances. If the Offer lapses, the Offer will cease to be
capable of further acceptance and Semara Shareholders accepting
the Offer shall upon the Offer lapsing cease to be bound by
acceptances delivered on or before the date on which the Offer
lapses.
The Offer is not being made, directly or indirectly, in or into,
the United States of America, Canada, Australia or Japan.
APPENDIX II - DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"Acquisition" the acquisition of the Semara
Shares in accordance with the Offer
"Act" or "Companies Act" the Companies Act 1985, as amended
"Board of Johnson" or the board of directors of Johnson
"Directors of
Johnson"
"Board of Semara" or the board of directors of Semara
"Directors of
Semara"
"certificated" or "in a Semara Share which is not in
certificated form" uncertificated form (that is, not in
CREST)
"Code" or "City Code" The City Code on Takeovers and
Mergers
"CREST" the relevant system (as defined in
the Regulations) in respect of which
CRESTCo is the Operator (as defined
in the Regulations)
"CRESTCo" CRESTCo Limited
"Enlarged Group" The Johnson Group as enlarged by the
Acquisition and after completion of
the agreement with Minit pursuant to
which Minit will acquire Semara
Holdings Plc
"Escrow Agent" Computershare Services PLC (in its
capacity as a CREST participant
under 0RA65)
"First Closing Date" the date which is 21 days after
the date of posting of the Offer
Document
"Form of Acceptance" the form of acceptance and authority
relating to the Offer and
accompanying the Offer Document and
Forms of Acceptance shall be
construed accordingly
"HSBC" HSBC Investment Bank plc
"Johnson" or "Company" Johnson Service Group PLC
"Johnson Group" Johnson and its existing subsidiary
and associated undertakings
"London Stock Exchange" London Stock Exchange Limited
"Minit" Minit PLC
"Minit Group" Minit PLC and its existing
subsidiary and associated
undertakings
"Mister Minit (UK)" Minit Holdings (UK) Plc, formerly
Mister Minit Holdings (UK) Plc, a
member of the Minit Group
"Offer" the recommended cash offer, by
Warburg Dillon Read on behalf of
Johnson for Semara Shares as set out
in the Offer Document.
"Offer Document" the document containing the offer to
Semara Shareholders
"Official List" The Daily Official List of London
Stock Exchange
"Panel" The Panel on Takeovers and Mergers
"Regulations" The Uncertificated Securities
Regulations 1995 (SI 1995 No.
95/3272)
"Securities Act" The United States Securities Act of
1933, as amended
"Semara" Semara Holdings Plc which before 8
September 1999 was known as
Sketchley Plc, or as the context may
require its subsidiary undertaking
"Semara Group" Semara and its existing subsidiary
and associated undertakings
"Semara Shares" the existing issued and fully paid
ordinary shares of 25p each in the
capital of Semara and any further
such shares which are
unconditionally allotted or issued
before the date on which the Offer
closes (or such earlier date, not
being earlier than the date on which
the Offer becomes or is declared
unconditional as to acceptances or,
if later, the First Closing Date, as
Johnson may, subject to the Code,
decide) including shares issued as a
result of the exercise of options or
vesting of awards under the Semara
Share Schemes or otherwise
"Semara Shareholders" holders of Semara Shares
"Semara Share Schemes" Sketchley Executive Share Option
Scheme and Sketchley Savings Related
Share Option Scheme
"Sketchley" one of the trading names of
Sketchley Retail
"Sketchley Retail" the Sketchley retail dry cleaning
and photoprocessing business
"uncertificated" or in a share or other security recorded
"uncertificated on the relevant register of the
form" share or security concerned, as
being held in uncertificated form in
CREST, and title to which, by virtue
of the Regulations, may be
transferred by means of CREST
"United Kingdom" or "UK" United Kingdom of Great Britain and
Northern Ireland
"USA" or "United States" the United States of America, its
territories and possessions, any
State of the United States of
America and the District of Columbia
and all other areas subject to the
jurisdiction of the United States of
America.
"US Person" a US person as defined in Regulation
S promulgated under the Securities
Act
"Utility Services" ARM Group Limited and its subsidiary
undertakings
"Warburg Dillon Read" Warburg Dillon Read, the investment
banking division of UBS AG
Terms defined in the CREST manual shall, unless the context
otherwise requires, bear the same meanings where used herein.
For the purposes of this document, unless otherwise stated,
"subsidiary" and "subsidiary undertaking" have the respective
meanings given by the Act.
END
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