RNS Number:9557I
Jarvis Porter Group PLC
19 March 2003
For immediate release
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
19 March, 2003
JARVIS PORTER GROUP PLC
Cash Offer to acquire Darby Group Plc to be made by
Strand Partners Limited on behalf of Jarvis Porter Group PLC
The Board of Jarvis Porter announces the terms of a cash offer to be made by
Strand Partners on behalf of Jarvis Porter to acquire the entire issued and to
be issued share capital of Darby.
* The Offer will be 27 pence in cash for each Darby Share. The Offer
values Darby at approximately #7.46 million. Subject to the Offer becoming or
being declared unconditional in all respects, both the Final Dividend and the
Special Dividend, totalling 1 penny per Darby Share, proposed by the board of
Darby on 6 March 2003 will no longer be paid.
* The Offer represents a premium of approximately 21.35 per cent. over the
closing middle market price of 22.25 pence per Darby Share on 18 March, 2003
(being the last business day prior to this announcement).
* Jarvis Porter has received an irrevocable undertaking to accept the
Offer in respect of 8,262,799 Darby Shares, representing approximately 29.90 per
cent. of the existing issued ordinary share capital of Darby, from Erudite UK, a
company ultimately wholly owned by Peter Gyllenhammar, a non-executive director
of Darby.
* Jarvis Porter has also received letters of intent to accept the Offer in
respect of 5,115,000 Darby Shares representing approximately 18.51 per cent. of
the existing issued ordinary share capital of Darby from certain Darby
Shareholders including funds managed by JOHCM who hold, in aggregate, 1,065,000
Darby Shares representing approximately 3.85 per cent. of the entire issued
ordinary share capital of Darby.
* Accordingly, the irrevocable undertaking and letters of intent already
held by Jarvis Porter amount to provisional acceptance of the Offer in respect
of, in aggregate, 13,377,799 Darby Shares representing approximately 48.41 per
cent. of the entire issued ordinary share capital of Darby.
* Christopher Mills is a director of both JOHCM and Jarvis Porter. JOHCM
is therefore deemed to be acting in concert with Jarvis Porter and Mr Mills for
the purposes of the Offer. Mr Mills beneficially owns 100,000 Darby Shares
representing approximately 0.36 per cent. of the entire issued ordinary share
capital of Darby. Mr Gyllenhammar is a non-executive director of Montpellier and
by virtue of his 50 per cent. interest in the private Swedish investment company
Forvaltnings AB Browallia, which indirectly owns 51.03 per cent. of the issued
share capital of Montpellier, is also deemed by the Panel to be a controlling
shareholder of Montpellier. Montpellier currently holds 12,775,000 shares in
Jarvis Porter being 26.64 per cent. of its issued share capital and therefore
both Mr Gyllenhammar and Montpellier are also deemed to be acting in concert for
the purposes of the Offer. Accordingly, the Concert Party holds, in aggregate
9,427,799 Darby Shares, representing 34.12 per cent. of the entire issued
ordinary share capital of Darby.
* The Independent Directors of Darby believe that the Offer falls short of
a price that is recommendable to Darby Shareholders, as it does not fully
recognise the future potential of the Company as indicated by the recent trading
performance.
* In light of Mr Gyllenhammar's interest in Jarvis Porter and Darby Mr
Gyllenhammar is not one of the Independent Directors of Darby and therefore
cannot give his opinion to Darby Shareholders with regard to the merits of the
Offer.
Commenting on the Offer, Jarvis Porter Chairman, Michael Maher, said:
"As previously announced, we have been searching for suitable investment
opportunities
and we believe that the acquisition of Darby will provide an excellent
investment for Jarvis Porter's shareholders and a strong platform for future
growth."
Commenting on the announcement of the Offer, Darby Chairman, Stephen Knight,
said:
"The Independent Directors are unable to recommend acceptance of the Offer,
because they believe it falls short of a price that fully reflects the future
potential of the Company as indicated by the recent trading performance.
However, they recognise
that in the current uncertain market conditions Darby Shareholders may
choose to take advantage of a cash offer at a premium to the current Darby share
price."
Enquiries:
Jarvis Porter Group PLC Tel: (01252) 747 900 or
Michael Maher (07785) 307 260
Strand Partners Limited Tel: (020) 7409 3494
(Financial Adviser to Jarvis Porter)
Simon Raggett
Matthew Chandler
Bankside Consultants Limited Tel: (020) 7444 4157
(Public Relations Advisers to Jarvis Porter)
Ian Seaton
Independent Directors of Darby Tel: (01724) 280 044
Stephen Knight
Hugh Hayes
Stephen Bannister
Arbuthnot Securities Limited Tel: (0121) 710 4500
(Financial Adviser to the Independent Directors of Darby)
Kevin Wilson
Susan Brice
This summary should be read in conjunction with the full text of this
announcement and the Appendices in Part II. Appendix III in Part II of this
announcement contains definitions of certain expressions used herein.
Part I
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
19 March, 2003
JARVIS PORTER GROUP PLC
Cash Offer to acquire Darby Group Plc to be made by
Strand Partners Limited on behalf of Jarvis Porter Group PLC
1. Introduction
The Board of Jarvis Porter announces the terms of a cash offer to be made by
Strand Partners on behalf of Jarvis Porter to acquire the entire issued and to
be issued share capital of Darby.
Darby Shareholders will be offered 27 pence in cash per Darby Share which values
the entire issued ordinary share capital of Darby at approximately #7.46
million.
2. The Offer
The Offer, which will be made on the terms and subject to the conditions set out
below and in Appendix I to this announcement, and subject to the further terms
to be set out in the Offer Document and in the Form of Acceptance, will be made
on the following basis:
for each Darby Share 27 pence in cash
(excluding any entitlement to the Final Dividend
and Special Dividend totalling 1 penny per Darby Share)
The Offer values the entire issued share capital of Darby at approximately #7.46
million. The Offer represents a premium of approximately 21.35 per cent. over
the closing middle market price of 22.25 pence per Darby Share on 18 March,
2003, being the last business day prior to this announcement.
The Offer extends to all Darby Shares unconditionally allotted or issued fully
paid (or credited fully paid) on the date on which the Offer is made and to any
further Darby Shares unconditionally allotted or issued while the Offer remains
open for acceptance (or by such earlier date as Jarvis Porter may, subject to
the City Code, decide).
The Offer is conditional on the receipt of valid acceptances which (when
aggregated with any Darby Shares then held by Jarvis Porter) amount to over 50
per cent. of Darby's issued ordinary share capital and approval by the
shareholders of Jarvis Porter. The Offer is also subject to the other conditions
set out in Appendix I to this announcement.
The Darby Shares will be acquired by Jarvis Porter fully paid and free from all
liens, equitable interests, charges, encumbrances, pre-emption rights and other
third party interests of whatever nature and together with all rights now or
hereafter attaching to them including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid after the date
of this announcement. Subject to the Offer becoming or being declared
unconditional in all respects, both the Final Dividend and the Special Dividend
proposed by the board of Darby on 6 March 2003 will no longer be paid and a
Darby Shareholder who accepts the Offer will instead receive 27 pence in cash
from Jarvis Porter under the Offer for each Darby Share.
3. Background to and reasons for the Offer
Jarvis Porter is a UK based public company whose shares are traded on AIM.
Jarvis Porter's principal activity was the printing and manufacture of labels,
packaging and promotional products. Due to the inability to compete effectively
in world markets, the Board of Jarvis Porter decided to sell or close all of the
group's operations during its financial year ended 28 February 2002, since when
the company has become a cash shell. After negotiations for a reverse takeover
aborted in the autumn of 2002, the Board of Jarvis Porter decided to investigate
suitable investment opportunities.
Jarvis Porter believes that the changes that have taken place within Darby, its
investment in new technology, good management resources and recent return to
profitability, will provide Jarvis Porter with a trading business with good
prospects for future growth. In recent years, the board of Darby has pursued a
decentralisation strategy and succeeded in growing its continuing facilities
profitably, whilst eliminating loss making operations through closures and
disposals. Furthermore, it has begun to invest in more efficient plant and
machinery, and develop new markets, in order to capitalise on recent changes to
building regulations and position the Group to become a leading low cost
producer of double glazed units.
Despite the progress that has been made in restructuring the Darby Group, stock
market and general economic conditions remain challenging. It is the view of the
Independent Directors that the most effective means of delivering value to Darby
Shareholders in the short term is by way of enabling them to consider the merits
of a general offer for Darby. Accordingly, the Offer will allow Darby
Shareholders to receive an assured cash sum at a premium to the current market
valuation, whilst avoiding dealing costs, and to end their exposure to any
uncertainty associated with Darby as a smaller quoted company.
Based on the preliminary results for the year ended 31 December 2002 announced
on 6 March 2003, Darby has a net asset value per share of 21.8 pence. Upon the
Offer becoming or being declared unconditional in all respects, the Offer
provides a certain cash exit at a premium of 23.85 per cent. to this value and a
premium of 21.35 per cent. over the closing middle market price of 22.25 pence
per Darby Share on 18 March, 2003 (being the last business day prior to this
announcement).
4. Information on Darby
Darby is a UK based public company whose shares are traded on AIM. Darby is
engaged in the production and distribution of toughened glass, units for double
glazing, flat and curved tempered safety glass and specialised products such as
laminated/filmed and decorative glass. Markets served include home improvement,
street furniture, architectural and industrial sectors. The Company operates two
divisions, Glazing Products and Processed Glass, from six locations in the UK.
For the year ended 31 December 2002, the Darby Group had total turnover of
#21.22 million (2001: #22.33 million), a profit on ordinary activities before
taxation of #0.81 million (2001: loss of #1.86 million) and basic earnings per
share of 2.0 pence (2001: loss of 5.4 pence). Total assets as at 31 December
2002 were #12.75 million (2001: #12.1 million) with shareholders' equity of
#6.03 million (2001: #5.77 million). Darby Group was ungeared as at 31 December
2002, with net funds of #1.22 million (2001: #0.66 million).
The total number of Darby Shares in issue at 18 March, 2003 was 27,634,594. The
market capitalisation of Darby, based on the mid-market price of a Darby Share
at the close of business on 18 March, 2003 of 22.25 pence (being the last
practicable business day prior to the publication of this announcement), was
approximately #6.15 million.
5. Information on Jarvis Porter
Jarvis Porter is a UK based public company whose shares are traded on AIM.
Jarvis Porter's principal activity was the printing and manufacture of labels,
packaging and promotional products. Due to the inability to compete effectively
in world markets, the Board of Jarvis Porter decided to sell or close all of the
group's operations during its financial year ended 28 February 2002, since when
the company has become a cash shell. Total assets as at 28 February 2002 were
#12.81 million with shareholders' equity of #9.82 million. As at 31 August 2002,
the company had net funds of #11.3 million.
6. Information on JOHCM
JOHCM is a wholly owned subsidiary of JOHCMG. JOHCM's primary activity is
investment management for institutional and private clients and JOHCM is
authorised by the Financial Services Authority.
For the year ended 30 September 2001, JOHCMG's consolidated turnover was #10.33
million (2000: #7.19 million) and profit before taxation was #3.67 million
(2000: #1.57 million). Shareholders' funds at 30 September 2001 were #5.07
million.
7. Information on Montpellier
Montpellier is a UK based public company whose shares are traded on AIM.
Montpellier's principal activities are investment, construction and land and
property development in the United Kingdom and USA.
For the year ended 30 September 2002, Montpellier's consolidated turnover was
#445.24 million (2001: #309.76 million) and profit before taxation was #4.85
million (2001: #3.53 million). Shareholders' funds at 30 September 2002 were
#34.33 million.
8. Information on Mr Peter Gyllenhammar
Peter Gyllenhammar, a Swedish citizen aged 49, is an executive director and 50
per cent. shareholder of the private Swedish investment company Forvaltnings AB
Browallia which is the holding company of the two largest shareholders in
Montpellier owning between them 51.03 per cent. of its issued share capital.
Peter joined the board of Montpellier as a non-executive director in March 1998
and was appointed as non-executive Deputy Chairman in September 1999.
Montpellier is an AIM listed company whose principal activities are investment,
construction and land and property development in the United Kingdom and USA.
Peter has a background as an analyst and corporate finance adviser to several
major Swedish corporations. He is also Chairman of British Mohair Holdings
Limited and has further interests in a number of UK public companies.
9. Financing of the Offer
Strand Partners is satisfied that sufficient resources are available to Jarvis
Porter to satisfy full acceptance of the Offer, which would involve a maximum
cash payment of approximately #7.46 million.
10. Undertakings to accept the Offer
Jarvis Porter has received an irrevocable undertaking and letters of intent to
accept the Offer from certain Darby Shareholders, including Erudite UK, a
company ultimately wholly owned by Peter Gyllenhammar a non-executive director
of Darby Group and funds managed by JOHCM, in respect of, in aggregate,
13,377,799 Darby Shares representing approximately 48.41 per cent. of the
existing issued ordinary share capital of Darby. The irrevocable undertaking is
in respect of 8,262,799 Darby Shares and the letters of intent are in respect
of, in aggregate, 5,115,000 Darby Shares representing approximately 29.90 per
cent. and 18.51 per cent. respectively of the existing issued ordinary share
capital of Darby.
Christopher Mills is a director of both JOHCM and Jarvis Porter. JOHCM and Mr
Mills are therefore deemed to be acting in concert with Jarvis Porter for the
purposes of the Offer. Funds managed by JOHCM own in aggregate 1,065,000 Darby
Shares and Mr Mills beneficially owns 100,000 Darby Shares, representing 3.85
per cent. and 0.36 per cent. respectively of the entire issued ordinary share
capital of Darby. Mr Gyllenhammar is a non-executive director of Montpellier and
by virtue of his 50 per cent. interest in the private Swedish investment company
Forvaltnings AB Browallia, which indirectly owns 51.03 per cent. of the issued
share capital of Montpellier, is also deemed by the Panel to be a controlling
shareholder of Montpellier. Montpellier currently holds 12,775,000 shares in
Jarvis Porter being 26.64 per cent. of its issued share capital and Mr
Gyllenhammar and Montpellier are therefore also deemed to be acting in concert
for the purposes of the Offer. Accordingly, the Concert Party holds, in
aggregate 9,427,799 Darby Shares, representing 34.12 per cent. of the entire
issued ordinary share capital of Darby.
The irrevocable undertaking received by Jarvis Porter will cease to be binding
if the formal Offer document is not despatched within 28 days of this
announcement.
11. Management and employees
The Board of Jarvis Porter has given assurances to the Independent Directors
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of the
directors, management and employees of the Darby Group will be fully
safeguarded.
12. Darby Share Option Scheme
The Offer will extend to any Darby Shares, which are unconditionally allotted or
issued fully paid (or credited as fully paid) whilst the Offer remains open for
acceptance, as a result of the exercise of Darby Share Options granted under the
Darby Share Option Scheme.
In the event that the Offer becomes or is declared unconditional in all
respects, Jarvis Porter will write to the participants in the Darby Share Option
Scheme to inform them of the effect of the Offer on their rights under the Darby
Share Option Scheme and to set out any proposals to be made in respect of their
options, if appropriate.
13. Compulsory acquisition and cancellation of trading in Darby Shares on
AIM
If Jarvis Porter receives acceptances under the Offer in respect of 90 per cent.
or more of the Darby Shares to which the Offer relates, Jarvis Porter intends to
apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily any remaining Darby Shares.
In addition, subject to the Offer becoming or being declared unconditional in
all respects, Jarvis Porter intends to procure that Darby applies to the London
Stock Exchange for the cancellation of trading of Darby Shares on AIM. It is
anticipated that such cancellation will take effect no earlier than 20 business
days after the Offer becomes or is declared unconditional in all respects.
Jarvis Porter also intends to re-register Darby as a private company under the
relevant provisions of the Companies Act as soon as practicable after Darby's
cancellation of trading on AIM.
14. Independent Directors' opinion
The Independent Directors' opinion with regard to the Offer is based on their
determination to achieve maximum value for Darby Shareholders, and takes into
account the significant improvement in the Company's recent trading performance
as described in the Company's preliminary results announced on 6 March 2003.
Mr Gyllenhammar is a non-executive director of Darby, and, through his
ultimately wholly owned company Erudite UK, a 29.90 per cent. shareholder in
Darby. He is also a non-executive director of Montpellier. In light of Mr
Gyllenhammar's interests in Jarvis Porter and Darby, Mr Gyllenhammar cannot give
his opinion to Darby Shareholders with regard to the Offer.
The board of Darby has therefore appointed Stephen Knight, Hugh Hayes and
Stephen Bannister as a committee of Independent Directors to take responsibility
for considering the Offer on behalf of Darby Shareholders and for reaching
conclusions on the appropriate opinion to be given to them. In doing so, the
Independent Directors have taken advice from Arbuthnot.
The Independent Directors believe that the Offer falls short of a price that is
recommendable to Darby Shareholders, as it does not fully recognise the future
potential of the Company as indicated by the recent trading performance.
However, the Independent Directors believe that the Offer Price falls at the
lower end of a price band that should be considered by all Darby Shareholders,
taking into account the following:
* The Company is a very small AIM quoted company, with little market
interest or liquidity in its shares.
* Despite the much improved trading performance recently announced,
the share price has stayed at a depressed level, unrelated to the improved
results. The board of Darby has for some time been exploring opportunities to
realise value for shareholders, as it believes that the Stock Market has not
recognised the Company's recent performance improvements, and is unlikely to do
so for the foreseeable future.
* The Offer represents an immediate opportunity for Darby
Shareholders to exit for cash, at a premium to the current quoted share price.
* The Company's financial advisers, Arbuthnot, have reviewed the
trading forecasts prepared by the board of Darby, and have advised the
Independent Directors that the Offer Price falls below the minimum recommendable
value of the Company.
In addition to the above points, the Independent Directors believe that Darby
Shareholders should take into account the following:
* Certain large Darby Shareholders have direct or indirect interests
in the shares of Jarvis Porter and Darby. An irrevocable undertaking and letters
of intent already held by Jarvis Porter amount to provisional acceptance by an
estimated 48.41 per cent. of current Darby Shareholders.
* Darby Shareholders should be aware that it is likely that the Offer
will become unconditional if Jarvis Porter receives sufficient acceptances from
Darby Shareholders to take its shareholding to over 50 per cent. Jarvis Porter
have stated that they would intend to cancel the trading of Darby Shares on AIM
when the Offer becomes unconditional in all respects. If the market for Darby
Shares is cancelled, Darby Shareholders will find it difficult to trade their
shares. The opportunities for realising their shareholding in the future will
remain uncertain. Darby Shareholders may therefore decide that the certainty of
the Offer Price is preferable to the uncertainty of a minority shareholding in
an unquoted company even with the possibility of a greater return to
shareholders over a longer period should the recent trading performance be
sustained and improved.
* If the Offer is declared unconditional in all respects, Darby
Shareholders will not be entitled to the proposed dividends totalling 1 penny
per Darby Share announced with the preliminary results on 6 March 2003 whether
or not they accept the Offer.
The Independent Directors have been so advised by Arbuthnot for the purpose of
Rule 3 of the City Code. In providing advice to the Independent Directors,
Arbuthnot has taken into account the Independent Directors' commercial
assessments of the Offer.
As such, the Independent Directors believe that all Darby Shareholders should
consider the merits of the Offer in view of their own personal circumstances and
after due consideration of the above points.
The Independent Directors are unable to recommend acceptance of the Offer
because they believe it falls short of a price that fully reflects the future
potential of the Company as indicated by the recent trading performance.
However, they recognise that in the current uncertain market conditions Darby
Shareholders may choose to take advantage of a cash offer at a premium to the
current Darby share price.
15. Further details of the Offer
The conditions and principal further terms of the Offer are set out in Appendix
I in Part II of this announcement. Sources of information and bases of
calculation used in the announcement are given in Appendix II in Part II. The
definitions of terms and certain expressions used in this announcement are
contained in Appendix III in Part II of this announcement.
Strand Partners, on behalf of Jarvis Porter, will despatch the Offer Document,
setting out full details of the Offer, the opinion of the Independent Directors
and the related Form of Acceptance as soon as practicable and, save with the
consent of the Panel, in any event within 28 days following the date of this
announcement.
Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Jarvis Porter and no one else in connection
with the Offer and will not be responsible to anyone other than Jarvis Porter
for providing the protections afforded to customers of Strand Partners nor for
giving advice in relation to the Offer.
Arbuthnot, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for the Independent Directors and no one else in connection
with the Offer and will not be responsible to anyone other than the Independent
Directors for providing the protections afforded to customers of Arbuthnot or
for giving advice in relation to the Offer.
The Offer is not being made directly or indirectly in or into the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the United States, Canada, Australia or Japan. Custodians, nominees and
trustees should observe these restrictions and must not distribute, send or
otherwise forward this announcement in, into or from the United States, Canada,
Australia or Japan. However, custodians, nominees and trustees who are not U.S.
Persons but who hold Darby Shares on behalf or for the account of U.S. Persons
who are accredited investors (as defined in Regulation D under the U.S.
Securities Act of 1933 (as amended)), will be entitled to accept the Offer from
outside the United States.
The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.
The board of Jarvis Porter accept responsibility for the information contained
in this announcement save for the information for which Peter Gyllenhammar and
the Independent Directors accept responsibility as stated below. To the best of
the knowledge and belief of the board of Jarvis Porter (who have taken all
reasonable care to ensure that such is the case), such information is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Peter Gyllenhammar, one of the directors of Darby accepts responsibility for the
information contained in this announcement relating to his personal interests
and to Darby but not the information relating to the expressions of opinion
contained in the summary and paragraph 14 of this announcement. To the best of
the knowledge and belief of Mr Gyllenhammar (who has taken all reasonable care
to ensure that such is the case), such information is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Independent Directors accept responsibility for the information contained in
this announcement relating to themselves and to Darby, including the expressions
of opinion contained in the summary and paragraph 14 of this announcement. To
the best of the knowledge and belief of the Independent Directors (who have
taken all reasonable care to ensure that this is the case) such information is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities. This announcement has been issued by
Strand Partners and has been approved by Strand Partners solely for the purposes
of section 21 of the Financial Services and Markets Act 2000.
PART II
Appendix I
Conditions and Certain Terms of the Offer
1. The Offer, which will be made by Strand Partners on behalf
of Jarvis Porter, will comply with the applicable rules and regulations of the
City Code and the AIM Rules, will be governed by English law and will be subject
to the jurisdiction of the Courts of England. The Offer will be subject to the
terms and conditions to be set out in the Offer Document and related Form of
Acceptance and will be subject to the following conditions:
(i) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Jarvis Porter may, subject to the rules of
the City Code or with the consent of the Panel, decide) in respect of such
number of Darby Shares which, when aggregated with any Darby Shares held by
Jarvis Porter or acquired by Jarvis Porter during the Offer Period, will result
in Jarvis Porter holding Darby Shares which carry, in aggregate, more than 50
per cent. of the voting rights then normally exercisable at general meetings of
Darby, including for this purpose, to the extent (if any) required by the Panel,
any such voting rights attaching to Darby Shares which are issued or
unconditionally allotted before the Offer becomes or is declared unconditional
as to acceptances whether pursuant to the exercise of any outstanding
conversion, option or subscription rights or otherwise; and for the purpose of
this condition Darby Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
issue;
(ii) the shareholders of Jarvis Porter approving the making and
implementation of the Offer by ordinary resolution at an extraordinary general
meeting which Jarvis Porter will convene as soon as reasonably possible but
which is expected to be held no later than 30 April 2003;
(iii) it having been indicated and established, in terms reasonably
satisfactory to Jarvis Porter, that the proposed acquisition of Darby by Jarvis
Porter and/or any matters arising therefrom will not be referred to the
Competition Commission by the Secretary of State for Trade and Industry;
(iv) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, authority, court, trade agency, professional
association, institution or professional or investigative or environmental body
or (without prejudice to the generality of the foregoing) other person or body
in any jurisdiction (each a "Third Party") having, prior to the date when the
Offer becomes otherwise unconditional in all respects, decided to take,
instituted, implemented or threatened, or having announced its intention to
institute or implement against Darby any action, suit, proceeding,
investigation, reference or enquiry, or enacted, made or proposed any statute or
regulation or order or decision in any jurisdiction, or taken any other step or
done any thing which would or might reasonably be expected to:
(a) make the Offer or its implementation, or the acquisition or proposed
acquisition of any or all of the Darby Shares, or the control of Darby by Jarvis
Porter void, illegal and/or unenforceable under the laws of any jurisdiction or
otherwise, directly or indirectly materially restrain, prohibit, restrict,
delay, frustrate or otherwise materially interfere in the implementation or
performance of or impose additional conditions or obligations which are material
with respect to, or otherwise challenge or interfere with the Offer, or the
acquisition or proposed acquisition of Darby Shares by Jarvis Porter or its
implementation or any acquisition of shares in Darby by Jarvis Porter; or
(b) result in a material delay in the ability of Jarvis Porter, or render
Jarvis Porter unable, to acquire some or all of the Darby Shares; or
(c) require, prevent or delay to any material extent or materially affect
the divestiture or materially alter the terms envisaged for such proposed
divestiture by Jarvis Porter or by any member of the Wider Darby Group of all or
any material part of their respective businesses, assets or properties or of any
Darby Shares or other securities in Darby or to an extent which would be
material in the context of the Wider Darby Group taken as a whole impose any
limitation on the ability of any of them to conduct their respective businesses
or own their respective assets or properties or any part of them; or
(d) impose any limitation on, or result in a delay in, the ability of Jarvis
Porter or any member of the Wider Darby Group to acquire or to hold or
effectively to exercise, directly or indirectly, all of or any rights of
ownership of Darby Shares, or loans or securities convertible into shares or any
other securities (or the equivalent) in any member of the Wider Darby Group, or
on the ability of any member of the Wider Darby Group or Jarvis Porter to hold
or effectively to exercise all or any rights of ownership of, or to exercise
management control over, shares in or of any interest in any member of the Wider
Darby Group, in each case to an extent which would be material in the context of
the Wider Darby Group taken as a whole; or
(e) save pursuant to the Offer or Part XIIIA of the Companies Act, require
Jarvis Porter or any member of the Wider Darby Group to acquire or offer to
acquire any shares or other securities or interests owned by any third party in
the capital of any Darby subsidiary or of any body corporate in which any such
member has an interest to an extent which would be material in the context of
the Wider Darby Group taken as a whole or Jarvis Porter; or
(f) require, prevent or materially delay a divestiture by Jarvis Porter of
any shares or other securities of Darby; or
(g) otherwise adversely affect any or all of the business, profits, assets
or prospects of any member of the Wider Darby Group in a way which is material
in the context of the Wider Darby Group taken as a whole; or
(h) impose any limitation on the ability of any member of the Wider Darby
Group or Jarvis Porter to integrate or co-ordinate its business, or any part of
it, with all or any part of the businesses of any other member of the Wider
Darby Group or Jarvis Porter to an extent which would be material in the context
of the Wider Darby Group or Jarvis Porter,
and all applicable waiting and other time periods during which any Third Party
could announce or decide to take, institute, implement or threaten any such
action, suit, proceeding, investigation or enquiry having expired or been
terminated;
(v) all necessary filings, applications or notifications having been
made, and all appropriate waiting and other time periods (including any
extension(s)) under any applicable legislation or regulation in any jurisdiction
having expired, lapsed or been terminated and no notice of any intention to
revoke any of the same having been received, in each case in respect of the
Offer and all necessary statutory or regulatory obligations in any jurisdiction
in respect of the Offer or the proposed acquisition of Darby by Jarvis Porter or
of any Darby Shares or other securities in, or control of, Darby or any matters
arising therefrom;
(vi) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, permissions and approvals in any
jurisdiction ("Authorisations"), necessary or reasonably deemed appropriate by
Jarvis Porter, for or in respect of the Offer, and the acquisition or proposed
acquisition of any shares in, or control of, Darby or any member of the Wider
Darby Group by Jarvis Porter or the carrying on of the business of any member of
the Wider Darby Group having been obtained in terms and in a form reasonably
satisfactory to Jarvis Porter from all Third Parties or (without prejudice to
the generality of the foregoing) from any persons or bodies with whom any
members of the Wider Darby Group or Jarvis Porter has entered into contractual
arrangements in each case only where the absence of the same would or could
reasonably be expected to have a material adverse affect on the Wider Darby
Group taken as a whole and such Authorisations necessary or reasonably deemed
appropriate to carry on the business of each member of the Wider Darby Group
remaining in full force and effect and there being no intimation of any
intention to revoke or not to renew or to withdraw, suspend, withhold,
materially modify or amend any of them having been made under the laws or
regulations of any jurisdiction and all necessary statutory or regulatory
obligations in connection with the Offer in any jurisdiction having been
complied with;
(vii) since 31 December 2002, other than as disclosed in the preliminary
results for the year ended on that date or as publicly announced by Darby by
delivery of an announcement to a Regulatory Information Service or as disclosed
in connection with the Offer in writing by Darby to Jarvis Porter on or prior to
18 March, 2003:
(a) no member of the Wider Darby Group having recommended, declared, paid or
made, or proposed the recommendation, declaration, paying or making of, any
dividend, bonus or other distribution other than distributions by any
wholly-owned subsidiaries within the Wider Darby Group whether in cash or
otherwise;
(b) no member of the Wider Darby Group having, save as between wholly-owned
subsidiaries of Darby and Darby or between wholly-owned subsidiaries of Darby or
upon exercise of rights to convert into or subscribe for Darby Shares pursuant
to the exercise of options under the Darby Share Option Scheme, issued, or
authorised or proposed or agreed the issue or grant of, additional shares of any
class or securities convertible into, or rights over, Darby Shares or options to
subscribe for or acquire any such shares of any class or convertible securities
or purchased, redeemed, repaid, reduced or reclassified any part of its share
capital or proposed or announced to do so or make any other change to its share
capital;
(c) no member of the Wider Darby Group having authorised, issued, or
proposed the issue of, any debentures or incurred or increased any indebtedness
or contingent liability of an aggregate amount in each case which is material in
the context of the Wider Darby Group taken as a whole;
(d) there having been no adverse change or deterioration of the businesses,
financial or trading position or profits or prospects of any member of the Wider
Darby Group in each case which would be material in the context of the Wider
Darby Group taken as a whole;
(e) save for intra-group transactions, no member of the Wider Darby Group
having merged with or acquired any interest in any company, firm, partnership,
joint venture, licence, lease, concession or right which constitutes less than a
50 per cent. interest in such company, firm, partnership, joint venture,
licence, lease, concession or right or proposed or announced any intention to
propose any merger or acquisition as aforesaid in each case which is material in
the context of the Wider Darby Group taken as a whole;
(f) save for intra-group transactions, no member of the Wider Darby Group
having merged or de-merged with any body corporate or acquired or disposed of or
transferred (in each case otherwise than in the ordinary course of trading) any
material assets (including shares in subsidiaries, associates and trade
investments and interests in real property) or made any change in its share or
loan capital, or implemented or authorised or proposed a reconstruction,
amalgamation, commitment or scheme of arrangement, or authorised or proposed or
announced any intention to propose any merger, de-merger, acquisition, disposal,
transfer, reconstruction, amalgamation, commitment, scheme of arrangement or
change as aforesaid in each case which is material in the context of the Wider
Darby Group taken as a whole;
(g) no litigation or arbitration proceedings, prosecution, investigation or
other legal proceedings to which any member of the Wider Darby Group is or might
become a party (whether as claimant, respondent or otherwise) having been
instituted or threatened or remaining outstanding or which have not subsequently
been irrevocably or unconditionally withdrawn with all members of the Wider
Darby Group being released from all liability in relation to the subject matter
of the claim or action to which any member of the Wider Darby Group is a party
which in each case would be material in the context of the Wider Darby Group
taken as a whole;
(h) no contingent liability having arisen which might be reasonably likely
to affect adversely any member of the Wider Darby Group to an extent which would
be material in the context of the Wider Darby Group or which is material in the
context of the Offer;
(i) no member of the Wider Darby Group having entered into or varied or
terminated or authorised, proposed or announced its intention to enter into or
vary or terminate any contract (including any guarantee), transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is not in the ordinary course of business or is of a long-term
or unusual or onerous nature or magnitude or which would be restrictive of the
business of any member of the Wider Darby Group or involves or would be likely
to involve an obligation of a nature or magnitude which is other than in the
ordinary course of business and which in each case would be material in the
context of the Wider Darby Group taken as a whole;
(j) save in the ordinary course of business no member of the Wider Darby
Group having mortgaged, charged, encumbered or created any other security
interest over the whole or any part of the business, property or assets of any
such member or over any right, title or interest in any such assets to an extent
which would be material in the context of the Wider Darby Group as a whole;
(k) no member of the Wider Darby Group having entered into or varied or
agreed or offered (such offer remaining open for acceptance) to enter into or
vary the terms of any service agreement with any of the directors or senior
executives of any member of the Wider Darby Group which would in either case
lead to a significant increase in the cost of employing such persons;
(l) no member of the Wider Darby Group having taken any corporate action
for its winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer or
had any such person appointed of all or any of its assets and revenues or any
analogous proceedings or steps in any jurisdiction having been taken or for the
appointment of any analogous person in any jurisdiction to have occurred to an
extent which would be material in the context of the Wider Darby Group as a
whole;
(m) no member of the Wider Darby Group having been, or admitted in writing
that it is, unable to pay its debts or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a material part of its business;
(n) no member of the Wider Darby Group having waived or compromised any
claim otherwise than in the ordinary course of business to an extent which would
be material in the context of the Wider Darby Group as a whole;
(o) no member of the Wider Darby Group having made any amendments or
variations to its memorandum or articles of association, or other constitutional
documents which is or could reasonably be considered to be material;
(p) no member of the Wider Darby Group having sold, assigned or otherwise
disposed of any property or any rights to or interests in any property currently
owned or occupied by any member of the Wider Darby Group to an extent which
would be material in the context of the Wider Darby Group as a whole;
(q) no member of the Wider Darby Group having proposed or entered into any
contract, agreement, arrangement or commitment with respect to any of the
transactions or events referred to in this paragraph (vii); and
(r) no member of the Wider Darby Group having passed any resolution in
general meeting or made any offer (which remains open for acceptance) to
sanction, approve, or implement any such issue, merger, de-merger, acquisition,
disposal, change, transaction, contract or commitment or otherwise as is
referred to in this paragraph (vii);
(viii) no member of the Wider Darby Group having made or agreed or consented
to any significant change to the terms of the trust deeds constituting the
pension schemes established for directors and/or employees of the Wider Darby
Group and/or their dependents or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees to an extent which would be material in the context of the Wider
Darby Group taken as a whole;
(ix) since 31 December 2002, other than as disclosed in the preliminary
results for the year ended on that date or as otherwise publicly announced by
delivery of an announcement to a Regulatory Information Service on or prior to
18 March, 2003 or as disclosed in writing to Jarvis Porter by, or on behalf of,
Darby on or prior to 18 March, 2003, there being no provision of any
authorisation, arrangement, agreement, licence, lease, permit or other
instrument to which any member of the Wider Darby Group is a party or by or to
which any such member or any of its assets may be bound, entitled or subject in
any circumstance, which would as a consequence of the making or implementation
of the Offer or the acquisition or proposed acquisition by Jarvis Porter of the
Darby Shares or other securities in, or control of, Darby or any part thereof or
because of a change in the control or management of Darby or any member of the
Wider Darby Group or otherwise, result in or might reasonably be expected to
result in, to an extent which would be material in the context of the Wider
Darby Group taken as a whole:
(a) any monies borrowed by, or other indebtedness (actual or contingent) of,
or grant available to, any such member being or becoming repayable or being
capable of being or becoming declared repayable immediately or prior to their or
its stated maturity or repayment date or the ability of any such member to
borrow monies or incur any indebtedness being or capable of being or becoming
withdrawn, prohibited or inhibited;
(b) the creation of any mortgage, charge or other security interest on or in
relation to the whole or any part of the business, property or assets of any
such member or any such security (whenever arising or having arisen) becoming
enforceable or being enforced;
(c) any authorisation, arrangement, agreement, licence, lease, permit or
instrument or any right, interest, liability or obligation of any member of the
Wider Darby Group being terminated or materially or adversely modified or
affected or any adverse action being taken or any obligation or liability
arising thereunder;
(d) any interest, asset, or property of any such member being or becoming
liable to be disposed of or charged or any right arising under which any such
asset, interest or property could be required to be disposed of or charged
otherwise than in the ordinary course of business;
(e) the interests, liabilities, business, obligations or rights of any such
member in or with any other venture, person, firm, company, partnership or body,
or any arrangements relating to such interests, liabilities, obligations, rights
or business, being terminated or adversely modified or affected;
(f) any such member ceasing to be able to carry on business under any name
under which it presently does so or any person presently not able to carry on
business under any name which any member of the Wider Darby Group presently does
becoming able to do so; or
(g) the respective financial or trading position or prospects or value of
any such member being materially adversely affected or prejudiced;
and no event having occurred which, under any provision of any authorisation,
arrangement, agreement, licence, lease, permit or other instrument to which any
member of the Wider Darby Group is a party, or by or to which any such member or
any of its assets may be bound, entitled or subject, is reasonably likely to
result in any of the events or circumstances as are referred to in items (a) to
(g) of this paragraph (ix);
(x) Jarvis Porter not having discovered following the date of the Offer
Document:
(a) that any financial, business or other information about the Wider Darby
Group as contained in the information disclosed publicly from time to time by or
on behalf of any member of the Wider Darby Group, whether in the context of the
Offer or otherwise, 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 and such information has
not been corrected by a subsequent announcement made to a Regulatory Information
Service on or prior to 18 March, 2003;
(b) that any member of the Wider Darby Group is subject to any liability,
contingent or otherwise, which is not disclosed in the preliminary results for
the year ended 31 December 2002 and which would or could reasonably be expected
to materially and adversely affect the business of the Wider Darby Group taken
as whole;
(c) that any past or present member of the Wider Darby 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 or emission of
waste or hazardous substances which non-compliance would be likely to give rise
to any liability (whether actual or contingent) on the part of any member of the
Wider Darby Group which is material in the context of the Wider Darby Group
taken as a whole;
(d) that there has been a disposal, spillage, leak of waste or hazardous
substances on, or there has been an emission of waste or hazardous substances
from, any property now or previously owned, occupied or made use of by any past
or present member of the Wider Darby Group which would be likely to give rise to
any liability (whether actual or contingent) on the part of any member of the
Wider Darby Group which is material in the context of the Wider Darby Group
taken as a whole;
(e) that there is any material liability (whether actual or contingent) to
make good, repair, re-instate, or clean-up any property now or previously owned,
occupied or made use of by any past or present member of the Wider Darby Group
under any environmental legislation, regulation, or order of any government or
quasi-government, state or local government, supranational, statutory or
regulatory body, court, agency or association or any other person or body in any
jurisdiction, in each case which would be material in the context of the Wider
Darby Group taken as a whole;
(f) that circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be likely to lead to any government or
quasi-government, state or local government, supranational, statutory or
regulatory body, court, agency or association or any other person or body in any
jurisdiction instituting, or whereby Jarvis Porter or any past or present member
of the Wider Darby Group would be reasonably likely to be required to institute,
an environmental audit or take any other steps which would in any such case be
likely to result in any actual or prospective or contingent material liability
to make good, repay, re-instate or clean-up any property now or previously
owned, occupied or made use of by any past or present member of the Wider Darby
Group, in each case which would be material in the context of the Wider Darby
Group taken as a whole; or
(g) 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 or
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Darby Group which claim
or claims would be likely materially and adversely to affect any member of the
Wider Darby Group.
2. Jarvis Porter reserves the right to waive, in whole or in part, all
or any of conditions 1(iii) to 1(x) inclusive. The Offer will lapse unless the
conditions set out above are fulfilled or (if capable of waiver) waived by
Jarvis Porter or, where appropriate, have been determined by Jarvis Porter in
its reasonable opinion to be or to remain satisfied no later than midnight on
the day which is 21 days after the later of the first closing date of the Offer
and the date on which the Offer becomes or is declared unconditional as to
acceptances, or such later date as Jarvis Porter may, with the consent of the
Panel, decide.
Jarvis Porter shall be under no obligation to waive or treat as fulfilled any of
conditions 1(iii) to 1(x) 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.
Except if the Panel otherwise agrees, the Offer will lapse if there is a
reference to the Competition Commission or if the European Commission in respect
thereof either initiates proceedings under article 6(1)(c) of Council Regulation
(EEC) 4064/89 or makes a referral to a competent authority of the United Kingdom
under article 9(1) of that Regulation before 3.00 p.m. on the later of the first
closing date of the Offer and the time and date at which the Offer becomes or is
declared unconditional as to acceptances.
In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and Jarvis Porter will cease
to be bound by acceptances delivered on or before the date on which the Offer so
lapses.
The Darby Shares which are the subject of the Offer will be acquired under the
Offer fully paid and free from all liens, equitable interests, charges,
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 and retain in full all
dividends and other distributions declared, made or paid after the date of this
announcement.
If Jarvis Porter is required by the Panel to make an offer for Darby Shares
under the provisions of Rule 9 of the City Code, Jarvis Porter may make such
alterations to the conditions, including that in condition 1(i) above, as may be
necessary to comply with the provisions of that Rule.
Appendix II
Sources of information and bases of calculation
1. Value of the Offer
The value of the Offer has been calculated on the basis of 27,634,594 Darby
Shares in issue as at 18 March, 2003, being the last business day prior to the
date of this announcement.
The Offer values the current issued ordinary share capital of Darby at
approximately #7.46 million based on the Offer price for each Darby Share of 27
pence.
2. Financial information
Unless otherwise stated, the financial information relating to Darby is
extracted from the preliminary results for Darby for the year ended 31 December
2002.
3. Market Quotations
The closing middle market quotation derived from the Daily Official List of the
London Stock Exchange plc on 18 March, 2003 (being the last business day prior
to the date of this announcement) for Darby Shares was 22.25 pence.
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"AIM" the Alternative Investment Market of the London Stock
Exchange;
"AIM Rules" the rules for companies whose securities are traded on
AIM and their nominated advisers, published by the London
Stock Exchange and amended from time to time;
"Arbuthnot" Arbuthnot Securities Limited;
"Australia" the Commonwealth of Australia, its states, territories
and possessions;
"Board" or "Directors" the board of directors of Jarvis Porter whose names are
set out in the Offer Document;
"business day" a day (other than a Saturday, Sunday or a Public
Holiday), on which banks are generally open for business
in London;
"Canada" Canada, its provinces and territories and all areas
subject to its jurisdiction and any political
sub-division thereof;
"City Code" The City Code on Takeovers and Mergers;
"Companies Act" or "Act" the Companies Act 1985 (as amended);
"Concert Party" Jarvis Porter, funds under management of JOHCM, Mr Mills,
Montpellier and Mr Gyllenhammar are deemed to be acting
in concert in relation to Darby for the purposes of the
City Code;
"Darby" or the "Company" Darby Group Plc, a company incorporated in England and
Wales with registered number 1285055 whose registered
office is at Darby House, Sunningdale Road, Scunthorpe,
North Lincolnshire DN17 2SS;
"Darby Group" or "Group" Darby and its subsidiary undertakings;
"Darby Shares" the existing issued or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of 5
pence each in the capital of the Company and any further
such shares which are unconditionally allotted or issued
fully paid (or credited as fully paid) after the date of
this announcement and while the Offer remains open for
acceptance or, subject to the provisions of the City
Code, by such earlier date as Jarvis Porter may
determine, including any such shares issued or
unconditionally allotted upon the exercise of options
granted under the Darby Share Option Scheme;
"Darby Shareholders" the holders, from time to time, of Darby Shares;
"Darby Share Options" the options to acquire Darby Shares outstanding under the
Company's share option scheme;
"Darby Share Option Scheme" the Company's share option scheme;
"Erudite UK" Erudite UK Limited;
"Final Dividend" the final dividend of 0.5 pence per Darby Share proposed
by the board of Darby on 6 March 2003;
"Form of Acceptance" the form of acceptance and authority for use in
connection with the Offer, accompanying the Offer
Document;
"Independent Directors" Stephen Knight, Hugh Hayes and Stephen Bannister;
"Japan" Japan, its cities, prefectures, territories and
possessions;
"Jarvis Porter" Jarvis Porter Group PLC, a company registered in England
and Wales with number 1847627 and whose registered office
is at 50 Broadway, Westminster, London SW1H 0BL;
"JOHCM" J O Hambro Capital Management Limited, a wholly owned
subsidiary of JOHCMG, registered in England and Wales
with number 2176004 and whose registered office is at
Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y
6QB;
"JOHCMG" J O Hambro Capital Management Group Limited, the parent
company of JOHCM;
"London Stock Exchange" London Stock Exchange plc;
"Montpellier" Montpellier Group Plc, registered in England and Wales
with number 0650447 and whose registered office is at 39
Cornhill, London EC3V 3NU;
"Offer" the cash offer by Strand Partners on behalf of Jarvis
Porter to acquire all of the issued and to be issued
Darby Shares on the terms and subject to the conditions
to be set out in the Offer Document including, where the
context requires, any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the formal document to be sent to Darby Shareholders by
Strand Partners on behalf of Jarvis Porter setting out
the full terms and conditions of the Offer;
"Offer Period" the period commencing on (and including) the date of this
announcement and ending on the first closing date of the
Offer or, if later, on the date on which the Offer
becomes or is declared unconditional as to acceptances or
lapses (whichever is the later);
"Panel" The Panel on Takeovers and Mergers;
"Regulatory Information Service" a channel recognised by the Financial Services Authority
from time to time as a channel for the dissemination of
regulatory information by AIM;
"Special Dividend" the special dividend of 0.5 pence per Darby Share
proposed by the board of Darby on 6 March 2003;
"Strand Partners" Strand Partners Limited;
"subsidiary" or "subsidiary undertaking" have the meanings given to them by the Companies Act;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "USA" the United States of America, its territories or
possessions, any state of the United States of America
and the District of Columbia and all other areas subject
to its jurisdiction;
"U.S. Person(s)" a citizen or permanent resident of the United States as
defined in Regulation S promulgated under the U.S.
Securities Act;
"U.S. Securities Act" United States Securities Act of 1933 (as amended);
"Wider Darby Group" Darby or any of its subsidiaries or any of its subsidiary
undertakings or any body corporate, partnership, joint
venture or person in which Darby or such subsidiaries or
subsidiary undertakings (aggregating their interests)
have an interest of more than 20 per cent. of the voting
or equity capital or equivalent.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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