RNS Number:9735R
Raven Mount plc
12 November 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE 12 November 2003
Offer
by WestLB
on behalf of
Raven Mount plc
for
Swan Hill Group PLC
1. Introduction
The Board of Raven Mount announces the terms of an all share offer to acquire
all of the issued and to be issued share capital of Swan Hill.
The Closing Price per Swan Hill Share on 11 November 2003 (being the latest
practicable dealing date prior to this announcement) was 78.5 pence, valuing
Swan Hill at a market capitalisation of approximately #46.8 million. Raven Mount
is a newly formed public company established for the purposes of making the
Offer. The Offer is conditional upon admission of the Raven Mount Shares to
trading on AIM becoming effective in accordance with the AIM Rules.
Prior to announcement of the Offer, in exchange for an aggregate subscription
price of #2,000,000, Raven Mount has agreed, conditional upon Admission, to
allot 2,499,998 Ordinary Shares (ranking equally in all respects with the Raven
Mount Shares to be issued pursuant to the Offer) at 80 pence per share to the
Directors of Raven Mount or entities which they control. Also, the Company has
allotted 6,000 Convertible Ordinary Shares at #1 per share to the Raven Mount
Employee Benefit Trust.
The Convertible Ordinary Shares are convertible into Ordinary Shares based on a
formula representing 15 per cent. of the upside in the equity value and
distributions following Admission attributable to the Raven Mount Shares over
and above the market capitalisation of the Raven Mount Shares based on a share
price of 80 pence per share and based on the number of Raven Mount Shares to be
issued to Swan Hill Shareholders in exchange for their Swan Hill Shares pursuant
to the Offer. A full summary of the terms of the Ordinary Shares and Convertible
Ordinary Shares is set out in the AIM Admission Document and Offer Document
which are being posted to Swan Hill Shareholders today.
The Offer is conditional, inter alia, on admission of the Raven Mount Shares to
trading on AIM becoming effective in accordance with the AIM Rules.
2. The Offer
On behalf of Raven Mount, WestLB will offer to acquire, on the terms and subject
to the conditions set out or referred to in Appendix I and in the Offer Document
and in the Form of Acceptance, all of the Swan Hill Shares on the following
basis:
for each Swan Hill Share one Raven Mount Share
The conditions of the Offer are specified in Appendix I and include the receipt
by Raven Mount of acceptances in respect of more than 50 per cent. of the Swan
Hill Shares to which the Offer relates and Admission.
As Raven Mount's only business to date has been the making of the Offer and as
no non-public information on Swan Hill is in Raven Mount's possession, it would
be potentially misleading to attempt to value the Shares of Raven Mount.
Therefore, no estimated value of Raven Mount Shares is being provided. Based on
the Closing Price per Swan Hill Share on 11 November 2003 of 78.5 pence, the
market capitalisation of Swan Hill was approximately #46.8 million.
Full acceptance of the Offer (excluding Swan Hill Shares issued pursuant to the
exercise of outstanding options under the Swan Hill Employee Share Schemes while
the Offer remains open for acceptance) would involve the issue of approximately
59,676,972 Raven Mount Shares, representing approximately 96 per cent. of the
then issued share capital of Raven Mount.
The Swan Hill Shares to which the Offer relates will be acquired by, or on
behalf of, Raven Mount credited as fully paid and free from all liens, equities,
mortgages, charges, encumbrances, rights of pre-emption and other interests and
together with all rights now or hereafter attaching thereto, including all
voting rights and the right to receive and retain all dividends and other
distributions declared, made or paid on or after the date of this document.
The Raven Mount Shares will be issued, free of liens, charges and encumbrances
and credited as fully paid. Full particulars of the rights attaching to Raven
Mount Shares (including rights in relation to dividends) are contained in the
AIM Admission Document which will accompany the Offer Document. Application has
been made to admit the Raven Mount Shares to trading on AIM.
3. Irrevocable undertaking and letters of intent
Schroder Investment Management Limited has granted Raven Mount an irrevocable
undertaking to accept the Offer in respect of 8,887,436 Swan Hill Shares,
representing 14.9 per cent. of Swan Hill's issued share capital. The irrevocable
undertaking will remain binding in the event of a competing offer for Swan Hill.
In addition, Raven Mount has been notified by the following Swan Hill
Shareholders of their intention to accept the Offer in respect of their holdings
in Swan Hill Shares: Schroder Investment Management Limited in respect of the
remainder of its holdings, being 3,649,362 Swan Hill Shares, representing 6.1
per cent. of Swan Hill's issued share capital; Silchester International
Investors Limited in respect of 7,640,500 Swan Hill Shares, representing 12.8
per cent. of Swan Hill's issued share capital; UBS Global Asset Management (UK)
Limited in respect of 7,946,787 Swan Hill Shares, representing 13.3 per cent. of
Swan Hill's issued share capital; Jupiter Asset Management Limited in respect of
2,663,600 Swan Hill Shares, representing 4.5 per cent. of Swan Hill's issued
share capital.
In total, therefore, an irrevocable undertaking and letters of intent have been
received by Raven Mount in respect of 30,787,685 Swan Hill Shares, representing
51.6 per cent. of Swan Hill's issued share capital.
Save for the irrevocable undertaking referred to above, no arrangement exists
between any person and Swan Hill or any associate of Raven Mount or Swan Hill in
relation to the Swan Hill Shares or securities convertible into, or exchangeable
for, rights to subscribe for, or options in respect of, Swan Hill Shares which
may be an inducement to deal or refrain from dealing in and save as disclosed
above neither Raven Mount, nor, so far as Raven Mount is aware, any person
acting in concert with Raven Mount owns or controls or is interested, directly
or indirectly in any Swan Hill Shares or has any option to acquire any Swan Hill
Shares or has entered into any derivatives referenced to Swan Hill Shares.
The above percentages have been based on the Swan Hill share register as at 20
October 2003.
4. Strategy for Raven Mount
Raven Mount's primary objective will be to maximise value for its shareholders.
The Directors of Raven Mount will carry out a review of the businesses and
assets owned by Swan Hill to determine how this can be achieved in an optimal
manner, either by adding value to existing assets or through disposals. In
addition, the Directors will consider, where appropriate, the most efficient way
of returning cash to shareholders.
5. Information on Raven Mount
Prior to announcement of the Offer, in exchange for an aggregate subscription
price of #2,000,000, Raven Mount has agreed, conditional upon Admission, to
allot 2,499,998 Ordinary Shares (ranking equally in all respects with the Raven
Mount Shares to be issued pursuant to the Offer) at 80 pence per share to the
Directors of Raven Mount or entities which they control. Also, the Company has
allotted 6,000 Convertible Ordinary Shares at #1 per share to the Raven Mount
Employee Benefit Trust.
The Convertible Ordinary Shares are unquoted, freely transferable (subject to a
lock-in for one year from the date of Admission) and are convertible into Raven
Mount Shares by reference to a formula. The rate of conversion is largely
dependent on the share price performance of Raven Mount Shares and/or the amount
of distributions to shareholders of Raven Mount following Admission and is
generally designed to give the holders 15 per cent. of the upside in the equity
value and distributions following Admission attributable to the Raven Mount
Shares over and above the market capitalisation of the Raven Mount Shares based
on a share price of 80 pence per share and based on the number of Raven Mount
Shares to be issued to Swan Hill Shareholders in exchange for their Swan Hill
Shares pursuant to the Offer. A full summary of the terms of the Convertible
Ordinary Shares is contained in the AIM Admission Document and the Offer
Document.
Conditional upon Admission, the non-executive directors have been granted
options to subscribe for a further 525,000 Ordinary Shares in aggregate at 80
pence per share.
The holders of all the shares in Raven Mount in which the executive directors
will be interested following Admission, including Ravenheath Limited (controlled
by Anton Bilton and Bimaljit Sandhu and his family), Glyn Hirsch and each of the
non-executive Directors, have undertaken to the Company and WestLB that for a
period of one year following Admission they will not dispose of their holdings
of Raven Mount Shares (including any Raven Mount Shares they become entitled to
as a result of the exercise of their options described in the Offer Document)
except in certain limited circumstances. The trustees of the Raven Mount
Employee Benefit Trust have given the same undertaking in relation to the
Convertible Ordinary Shares held by them.
Backgrounds of the members of the Raven Mount Board are outlined below and
further details can be found in the AIM Admission Document and Offer Document:
James Balfour Hyslop - (Non-executive Chairman)
James Hyslop, aged 58, joined Phillips & Drew in 1967, where he held various
sales and research positions before being appointed a partner in 1985. From 1986
to 1990 he was a Director in charge of Property Corporate Finance at UBS
Phillips & Drew and subsequently from 1990 to 1998 he was Head of Property of
PDFM Limited.
He is currently a member of the Investment Committees of CB Richard Ellis
Investors, Gresham Property Partners (a Schroder property investment management
fund) and Lionbrook Property Partnership (an ING real estate investment
management fund), respectively. In addition he acts as a consultant for UBS
Global Asset Management Limited.
From 1998 to 2002, he served as a non-executive director at Saville Gordon
Estates plc, latterly as Chairman.
Anton John Godfrey Bilton - (Executive Director)
Anton Bilton, aged 39, is the founder, chief executive and majority shareholder
of The Raven Group, a private group of companies specialising in residential
housing development, the conversion of listed buildings and commercial property
development and investment.
He has been a director of four public property companies established under the
Business Expansion Scheme and has been a founder and director of three companies
that have floated on AIM (Internet Technology Group plc, Keystone Solutions plc,
and E-Capital Investments plc, now called Avanti Capital plc). He remains a
director of AIM quoted Avanti Capital plc.
Glyn Vincent Hirsch - (Executive Director)
Glyn Hirsch, aged 42, qualified as a chartered accountant with Peat, Marwick,
Mitchell & Co. in 1985. Until 1995 he worked in the corporate finance department
of UBS (formally Phillips & Drew) latterly as an Executive Director specialising
in UK smaller companies. From 1995 until 2001 he was Chief Executive of CLS
Holdings PLC, the listed property investment company. During that period he was
also a Director of Citadel Holdings PLC, the specialist French property
investor.
He is currently executive chairman of Property Fund Management PLC, the listed
property fund management business and is also a non-executive director of a
number of public and private companies including Liontrust Asset Management PLC.
Bimaljit Singh Sandhu - (Executive Director)
Bimaljit Sandhu, aged 41, qualified as a Chartered Accountant with KPMG in
London where he audited and advised a number of major property companies.
Following qualification he was appointed Secretary of the KPMG UK Property and
Construction Group. In 1989 he left KPMG to work as Finance Director for the UK
arm of Hudson Conway Limited, an Australian property developer. He subsequently
became Managing Director of Hudson Conway's UK operations. He was also a
director of The Courage Pub Company plc, the company which owned the then 5,000
strong Courage Pub Estate, representing Hudson Conway's 50 per cent. interest in
the joint venture with Elders (now Fosters).
He is currently Managing Director of The Raven Group of which he is a
substantial shareholder.
Rory Patrick Macnamara - (Non-executive Director)
Rory Macnamara, aged 48, qualified as a chartered accountant with Price
Waterhouse and worked in merchant banking with Morgan Grenfell for 17 years
(during which time it was acquired by Deutsche Bank AG). He was a Director in
Corporate Finance, Head of Mergers and Acquisitions and Vice Chairman of Morgan
Grenfell & Co Limited. In 1999, he joined Lehman Brothers, where he was a
Managing Director in UK Investment Banking until 2001.
He currently acts as a corporate consultant and is Chairman of Izodia plc and a
director of Madsen Gornall Ashe Limited.
Robert Thomas Ernest Ware - (Non-executive Director)
Robert Ware, aged 49, served as a director of Development Securities plc between
1988 and 1994, filling the roles of joint managing director and finance director
in the latter stage of his tenure. In 1994, he left to take up the position of
managing director of Dunton Group PLC, where he stayed until November 1996. He
joined MEPC plc in June 1997 serving first as corporate development director and
then as deputy chief executive between June 1997 and June 2003.
He has recently formed a #250 million fund with GE Capital to invest in the UK
commercial property market. He is also Chairman of AIM listed The Conygar
Investment Company PLC and a non-executive director of Tarsus Group Plc and I2S
PLC.
6. Information on Swan Hill
Swan Hill describes itself as a specialist builder of high value, premium
quality homes. It has two divisions. The first, the housing division, has three
regional offices at Staines, Horsham and Bristol and a balanced geographical
spread across the south of England. In the year to 31 December 2002 the housing
division increased turnover from #50.6 million to #75.7 million. Operating
profits also rose from #6.1 million to #8.5 million and operating margins
reduced from 12.1 per cent to 11.2 per cent.
The second division, property, principally comprises a major city centre retail
development at Stockton-on-Tees through Swan Hill's investment in a joint
venture company, Wellington Square Development Company Limited. In addition,
Swan Hill is invested in a mixed use scheme at Cagnes in the South of France. On
6 October 2003, Swan Hill announced the disposal of the Emeraude building which
was the first phase of the mixed use scheme at Cagnes. The building was sold for
a cash consideration of Euro 2.8 million (#2.0 million) which was just above its
book value. In their announcement Swan Hill stated that negotiations were
continuing for the disposal of the remainder of the Cagnes site.
7. Background to and reasons for the Offer
Swan Hill's share price trades at a significant discount to its latest net asset
value (as stated in its interim results) and the Board of Raven Mount believes
that it can create value for Swan Hill Shareholders by actively managing Swan
Hill's businesses to narrow that discount. To that effect, Raven Mount will
adopt a pro-active strategy in relation to Swan Hill and, upon the Offer being
declared wholly unconditional, will undertake an immediate review of the Swan
Hill businesses in order to determine the best method for maximising value for
shareholders.
The executive Board of Raven Mount comprises Glyn Hirsch and members of the
management team of The Raven Group, a privately owned group of companies that
have a dedicated team experienced in acquiring and realising value from land and
buildings in all sectors of the property market. Through such experience, the
Board of Raven Mount believes that it is well placed to implement strategic
change at Swan Hill in an efficient manner. The Board of Raven Mount believes
that a change in strategic direction for Swan Hill would be welcomed by many
Swan Hill Shareholders.
The Board of Raven Mount believes that the Offer provides a fresh start for the
company under the direction of a highly incentivised management team with
significant experience in property ownership, development and management.
8. Management and employees
The existing employment rights, including pension rights, of the employees of
Swan Hill will be safeguarded.
9. Swan Hill Employee Share Schemes
The Offer extends to any Swan Hill Shares which are unconditionally allotted or
issued whilst the Offer remains open for acceptance (or such shorter period as
Raven Mount may, subject to the Code, decide) including those issued or allotted
as a result of the exercise of options granted under the Swan Hill Employee
Share Schemes.
If the Offer becomes or is declared unconditional in all respects, Raven Mount
will make appropriate proposals to participants in the Swan Hill Employee Share
Schemes in due course.
10. General
WestLB, which is acting as financial adviser to Raven Mount, will today despatch
the formal offer documentation containing the full terms and conditions of the
Offer together with a Form of Acceptance and the AIM Admission Document to Swan
Hill Shareholders and, for information only, to participants in the Swan Hill
Share Option Schemes.
The definitions of certain expressions used in this announcement are contained
in Appendix III.
Enquiries
WestLB: Nicholas Wells, Frank Malone 020 7020 4000
Bell Pottinger Financial: David Rydell, John Coles 020 7861 3232
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made by the Offer Document
and related Form of Acceptance.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and related Form of
Acceptance. Swan Hill Shareholders who accept the Offer may only rely on the
Offer Document and related Form of Acceptance for all the terms and conditions
of the Offer. In deciding whether or not to accept the Offer in relation to
their Swan Hill Shares, Swan Hill Shareholders should rely only on the
information contained, and procedures described, in the Offer Document and
related Form of Acceptance. Swan Hill Shareholders are strongly advised to read
the Offer Document when it is available because it will contain important
information.
WestLB, authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for Raven Mount as financial adviser (within the meaning of the
Rules of the FSA) and for no one else in connection with the Offer and will not
be responsible to anyone other than Raven Mount for providing the protections
afforded to its customers or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in, into or from or by the
use of the mails or any means of instrumentality (including without limitation,
facsimile transmission, telex, telephone or internet) the United States, or in,
into or from Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
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. Persons receiving this announcement (including without
limitation custodians, nominees and trustees) must not distribute or send it in,
or into or from the United States, Australia, Canada or Japan.
The attention of shareholders of Swan Hill is drawn to the fact that under the
Code, there are certain UK dealing disclosure requirements in respect of
relevant securities during an offer period.
The disclosure requirements referred to below are set out in more detail in Rule
8 of the Code. In particular, Rule 8.3 of the Code requires public disclosure of
dealings during an offer period by persons who own or control or would as a
result of a transaction, own or control 1 per cent. or more of any class of the
relevant securities.
Note 5 to Rule 8 of the Code specifies the details that are to be included in a
disclosure and makes reference to the Dealing Disclosure Form required to be
submitted, copies of which may be obtained from the Panel at the address
specified below or from the Panel's website, www.thetakeoverpanel.org.uk. A copy
of the entire Code may also be found at the Panel's website, for further
information.
The obligation for disclosure during the offer period commenced on 12 November
2003 in relation to dealings in Swan Hill and will conclude on the date on which
the Offer becomes or is declared unconditional in all respects, or on the date
on which the Offer lapses. Disclosure should be made on a Dealing Disclosure
Form by no later than 12 noon on the business day following the date of the
dealing transaction. These disclosures should be made via a regulatory
information service such as the Regulatory News Service of the London Stock
Exchange, by fax (fax number: +44 (0)20 7588 6057) or by electronic delivery on
the appropriate form with a copy sent to the Panel (fax number: +44 (0)20 7256
9386, e-mail: monitoring@disclosure.org.uk). If you are in any doubt as to the
action that you should take with regard to Rule 8 of the Code you are requested
to contact the Panel on (020) 7382 9026 for further information.
Appendix I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by 3.00p.m. (London time) on 3 December 2003 (or such later time(s) and/or date
(s) as Raven Mount may, subject to the rules of the Code, decide) in respect of
more than 50 per cent. in nominal value of the Swan Hill Shares to which the
Offer relates, provided that, unless agreed by the Panel, this condition will
not be satisfied unless Raven Mount (together with its wholly owned
subsidiaries) shall have acquired or agreed to acquire, pursuant to the Offer or
otherwise, Swan Hill Shares carrying in aggregate more than 50 per cent. of the
voting rights then exercisable at a general meeting of Swan Hill including for
this purpose, to the extent (if any) required by the Panel, any such voting
rights attaching to any Swan Hill Shares that may be unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding conversion or subscription
rights or otherwise. For the purposes of this condition:
i. Swan Hill Shares which have been unconditionally allotted shall be deemed
to carry the voting rights they will carry upon being entered in the
register of members of Swan Hill; and
ii. the expression Swan Hill Shares to which the Offer relates shall be
construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act;
(b) the admission to trading on AIM of the Raven Mount Shares becoming
effective in accordance with paragraph 6 of the AIM Rules;
(c) Raven Mount not having discovered or otherwise having become aware (by
the date when the Offer would otherwise become unconditional in all respects)
that the Secretary of State for Trade and Industry intends to refer the proposed
acquisition of Swan Hill by Raven Mount, or any matters arising therefrom, to
the Competition Commission;
(d) no undertakings or assurances being sought from Raven Mount, Swan Hill
or any member of Swan Hill or Raven Mount by the Secretary of State for Trade
and Industry or any other Relevant Authority (as defined in (e) below), except
on terms satisfactory to Raven Mount;
(e) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, trade agency, court, professional
association or any other body or person in any jurisdiction (each a Relevant
Authority) having decided to take, institute or threaten any action, proceeding,
suit, investigation, enquiry or reference, or having required any action to be
taken or otherwise having done anything or having enacted, made or proposed any
statute, regulation, decision or order and there not continuing to be
outstanding any statute, regulation, decision or order which would or is
reasonably likely to:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition of any Swan Hill Shares by Raven Mount or the
acquisition of control, or the change of control, of Swan Hill or any
member of the Swan Hill Group void, unenforceable and/or illegal under
the laws of any jurisdiction or restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose material additional
conditions or material obligations with respect to, or otherwise
challenge or require amendment of the Offer or the acquisition of any
Swan Hill Shares by any member of Raven Mount, which in any case is/are
material in the context of the Offer;
(ii) require, prevent or delay the divestiture (or alter the terms
envisaged for such divestiture) by Raven Mount or Swan Hill of all or
any material part of their respective businesses, assets or properties
or impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective
assets or properties;
(iii) impose any limitation on, or result in a delay in, the ability of
Raven Mount to acquire or hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other
securities (or the equivalent) in Swan Hill or on the ability of Raven
Mount to hold or exercise effectively any rights of ownership of shares
or other securities in or to exercise management control over any member
of the Swan Hill Group which in any case is material in the context of
the Offer;
(iv) require Raven Mount to acquire or offer to acquire or sell any
shares or other securities (or the equivalent) in any member of the Swan
Hill Group owned by any third party to an extent material in the context
of the Offer (other than in the implementation of the Offer);
(v) impose any material limitation on the ability of Raven Mount or any
member of the Swan Hill Group to co-ordinate their businesses or any
part of them, with the businesses of any of them and in each case the
result of which would have a material adverse effect on Raven Mount or
any member of the Swan Hill Group;
(vi) to an extent which is material in the context of any member of the
Swan Hill Group results in any member of the Swan Hill Group ceasing to
be able to carry on business under the name which it presently does so;
or
(vii) otherwise affect the business, assets, profits or prospects of any
member of the Swan Hill Group to an extent which is material and adverse
in the context of any member of the Swan Hill Group;
and all applicable waiting and other time periods during which such any such
Relevant Authority could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or otherwise
intervene having expired or been terminated;
(f) all necessary filings and applications having been made, all applicable
waiting and other time periods (including extensions thereof) under any
applicable legislation and regulations in any jurisdiction having expired,
lapsed or been terminated in each case as may be necessary in connection with
the Offer or the proposed acquisition of any Swan Hill Shares, or control, or
change of control, of Swan Hill, by Raven Mount and all Authorisations which are
material and necessary in any jurisdiction for or in respect of the Offer or the
proposed acquisition of any Swan Hill Shares, or control, or change of control,
of Swan Hill, and to carry on the business of any member of the Swan Hill Group
having been obtained in terms and in a form satisfactory to Raven Mount from all
appropriate Relevant Authorities and all such Authorisations together with all
Authorisations relating to anyone the business of any member of the Swan Hill
Group and which are material in the context of the Swan Hill Group remaining in
full force and effect and there being no notice or intimation of an intention to
revoke, or not to renew all such Authorisations and all necessary statutory and
regulatory obligations in any jurisdiction having been complied with;
(g) save as disclosed in the annual report and accounts of Swan Hill for
year ending 31 December 2002, there being no provision of any arrangement,
agreement, licence, permit, lease or other instrument to which any member of the
Swan Hill Group is a party or by or to which any such member or any material
part of its respective assets is or may be bound or be subject and which could,
as a consequence of the Offer or the acquisition or the proposed acquisition by
Raven Mount of any Swan Hill Shares or as a result of change of management or
control of Swan Hill or otherwise, would or might reasonably be expected to
result in, to an extent which is material in the context of the Swan Hill Group:
(i) any monies borrowed by, or other indebtedness, actual or contingent,
of any member of the Swan Hill Group being declared or becoming
repayable, or capable of being declared repayable, immediately or prior
to its stated maturity, or the ability of any such member of the Swan
Hill Group to borrow monies or incur any indebtedness being withdrawn or
inhibited or otherwise materially and adversely affected;
(ii) the rights, liabilities, obligations or interests of any member of
the Swan Hill Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any member
of the Swan Hill Group in or with any other person, firm, company or
body (or any agreement or arrangements relating to any such interests)
being terminated or adversely affected or modified or any onerous
obligation arising or any adverse action being taken thereunder or any
material liability arising under it in each case to an extent which is
material in the context of the Offer;
(iii) any member of the Swan Hill Group ceasing to be able to carry on
business under any name under which it presently does so;
(iv) any material assets or material interests of any member of the Swan
Hill Group being disposed of or charged (otherwise than in the ordinary
course of business) or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property
or assets of any member of the Swan Hill Group or any such security
interest (whenever arising or having arisen) becoming enforceable;
(vi) the financial or trading position or prospects of, any member of
the Swan Hill Group being prejudiced or adversely affected, to an extent
material in the context of Swan Hill or any member of the Swan Hill
Group;
(vii) the business, profits or prospects of any member of the Swan Hill
Group being materially and adversely affected;
(h) no member of the Swan Hill Group having since 30 June 2003 (save as
publicly announced by Swan Hill through an RIS prior to 12 November 2003):
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, or convertible securities (save as between
Swan Hill and wholly-owned subsidiaries of Swan Hill and save for the
issue of Swan Hill Shares on the exercise of options granted before the
date of this document in the ordinary course of business) or redeemed,
purchased or reduced any part of its share capital;
(ii) recommended, declared, paid or made or proposed to declare, pay or
make any bonus, dividend or other distribution (whether payable in cash
or otherwise) other than dividends lawfully made to Swan Hill, or wholly
owned subsidiaries of Swan Hill;
(iii) save for transactions between Swan Hill and its wholly-owned
subsidiaries, merged with or demerged or acquired any body corporate,
partnership or business or acquired or disposed of, or, other than in
the ordinary course of business, transferred, mortgaged, encumbered or
charged or created any security interest over, any assets or any rights,
title or interest in any asset (including shares and trade investments)
or authorised, proposed or announced any intention to do so in each case
which would be material in the context of any member of the Swan Hill
Group;
(iv) made, authorised, proposed or announced an intention to propose any
change in its share or loan capital;
(v) issued, authorised or proposed the issue or authorisation of any
debentures or materially incurred or increased any indebtedness or
contingent liability;
(vi) entered into or varied or terminated or authorised, proposed or
announced its intention to enter into or vary or terminate any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is material and adverse in the context
of any member of the Swan Hill Group or the Offer or is other than in
the ordinary course of business or which could materially restrict the
business of any member of the Swan Hill Group;
(vii) entered into or materially varied the terms of any contract,
agreement or arrangement of any director, senior executives or
consultants of Swan Hill or other members of the Swan Hill Group;
(viii) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any reconstruction,
amalgamation, commitment, scheme which is material in the context of the
Offer or any member of the Swan Hill Group;
(ix) waived or compromised any claim (save in the ordinary course of
trading) which is material in the context of any member of the Swan Hill
Group or the Offer taken as a whole;
(x) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made
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;
(xi) entered into or varied or proposed to enter into or vary any
contract, or reconstruction, amalgamation, arrangement or other
transaction which is of a long term or unusual or onerous nature or is
otherwise than in the ordinary course of business which is material or
announced any intention to do so;
(xii) unable, or admitted that if is unable, to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payments of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) made any material alteration to its memorandum or articles of
association; entered into any legally binding agreement or arrangement
or passed any resolution with respect to any of the transactions,
matters or events referred to in this paragraph;
(xiv) authorised or proposed or announced its intention to propose any
merger or demerger or acquisition or disposal of assets or shares which
are material in the context of any member of the Swan Hill Group (other
than in the ordinary course of trading);
(xv) entered into any legally binding agreement or arrangement or passed
any resolution with respect to any of the transactions, matters or
events referred to in this paragraph;
(i) since 30 June 2003 (except as publicly announced by Swan Hill through an
RIS) and prior to the date when the Offer becomes or is declared unconditional:
(i) there having been no material adverse change in the business,
financial or trading position or profits or prospects of any member of
the Swan Hill Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, or instituted or remaining
outstanding by or against any member of the Swan Hill Group or to which
any member of the Swan Hill Group is or may become a party which is
material and adverse in the context of any member of the Swan Hill
Group; and
(iii) no contingent or other liability having arisen which might be
reasonably expected to adversely affect the business, assets, financial
or trading position, profits or prospects of any member of the Swan Hill
Group or likely to have an adverse effect on any member of the Swan Hill
Group;
(j) Raven Mount not having discovered that:
(i) any financial or business information concerning the Swan Hill Group
publicly disclosed either contains a material misrepresentation of fact
which has not prior to the date of this announcement been corrected by
public announcement or omits to state a fact necessary to make the
information contained therein not materially misleading;
(ii) any member of the Swan Hill Group is subject to any liability,
contingent or otherwise, which is not disclosed in the published report
and accounts of Swan Hill for the period ended 31 December 2002 and
which is material in the context of Swan Hill taken as a whole;
(iii) any contract, transaction, arrangement or commitment to which any
member of the Swan Hill Group is a party and which is material in the
context of any member of the Swan Hill Group gives rise to a right of
termination exercisable by a party other than a member of the Swan Hill
Group in the event of a change in control of Swan Hill;
(iv) any past or present member of the Swan Hill Group has not complied
with all applicable legislation or regulations of any jurisdiction with
regard to the storage, disposal, discharge, spillage, leak or omission
of any waste or hazardous substance or any substance likely to impair
the environment or to harm human health or otherwise relating to
environmental matters, which non-compliance might give rise to any
material liability (whether actual or contingent) on the part of any
member of the Swan Hill Group;
(v) there has been a disposal, spillage or leak of waste or hazardous
substances or any substance likely to impair the environment or to harm
human health or otherwise on, or there has been an emission of waste or
hazardous substances or any substance likely to impair the environment
or to harm human health, from a property now or previously owned,
occupied or made use of by a past or present member of the Swan Hill
Group which will be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the Swan
Hill Group;
(vi) there is or is likely to be any material liability (whether actual
or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present
member of the Swan Hill Group or any controlled waters that any
environmental legislation, regulation, circular or order of any Relevant
Authority or third party or otherwise;
(vii) circumstances exist (where as a result of the making of the Offer
or otherwise) which would be reasonably likely to lead to any Relevant
Authority instituting or any member of the Swan Hill Group might be
required to institute, an environmental audit or take any other steps
which in such case might result in any material actual or contingent
liability or improve or install new plant or equipment or make good,
repair, reinstate or clean up any land or other asset now or previously
owned, occupied or made use of by any member of the Swan Hill Group;
(viii) circumstances exist as a result of which a person or class of
persons might have a material 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 a past or present member of the
Swan Hill Group.
Raven Mount reserves the right to waive, in whole or in part, all of conditions
(c) to (j) inclusive. If Raven Mount is required by the Panel to make an offer
for Swan Hill shares under the provisions of Rule 9 of the Code, Raven Mount may
make such alterations to the above conditions, including condition (a) above, as
are necessary to comply with the provisions of that Rule and any other
requirements of the Code.
All of the conditions must be fulfilled (save for the condition relating to
Admission) or waived (if permitted) by midnight on whichever of the later of 21
days after the first closing date of the Offer and the date on which condition
(a) is fulfilled (or in each such case such later date as Raven Mount may, with
the consent of the Panel decide) failing which the Offer will lapse. Raven Mount
shall, however, be under no obligation to waive or treat as fulfilled any of the
conditions (c) to (j) inclusive by an earlier date than the latest date
specified above for its satisfaction notwithstanding that the other conditions
of the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment. The Offer will lapse if it is referred to the
Competition Commission before 3.00 p.m. on the first closing date of the Offer
or the date when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
Appendix II
Bases and sources
In this announcement and, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used.
(a) Unless otherwise stated, the information concerning Swan Hill is extracted
from the annual reports of Swan Hill for the three years ending 31 December 2002
and from the interim results for the period to 30 June 2003.
(b) The market capitalisation of Swan Hill at 11 November 2003 is based upon
59,676,972 Swan Hill Shares in issue as per the Swan Hill share register on 20
October 2003.
Appendix III
Definitions
In this announcement, the following definitions apply, unless the context requires otherwise:
"Act" or "the Companies Act" the Companies Act 1985, as amended
"Admission" Admission of the Raven Mount Shares to trading on AIM becoming
effective pursuant to paragraph 6 of the AIM Rules
"AIM " the Alternative Investment Market of the London Stock Exchange
"AIM Admission Document" Raven Mount's AIM admission document dated with the same date as
this document
"AIM Rules" the rules of the London Stock Exchange relating to AIM
"Australia" the Commonwealth of Australia, its states, territories and
possessions
"Authorisations" Authorisations, orders, grants, recognitions, confirmations,
consents, clearances, certificates, permissions or approvals
"Board" or "Directors" the Board of Raven Mount or Swan Hill (as the case may be)
"Canada" Canada, its possessions and territories and all areas subject to
its jurisdiction or any political sub-division thereof
"Closing Price" the closing middle market price of a Swan Hill Share as derived
form the Official List
"City Code" or "Code" the City Code on Takeovers and Mergers
"Convertible Ordinary Shares" convertible ordinary shares of #1 each in the capital of Raven
Mount
"FSA" the Financial Services Authority
"Japan" Japan, its cities, prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange plc
"Offer" the offer being made by WestLB on behalf of Raven Mount to acquire
all of the Swan Hill Shares on the terms and subject to the
conditions set out in this document and the Form of Acceptance,
including, where the context requires, any subsequent revision,
variation, extension or renewal of such offer
"Offer Document" the offer document containing the Offer to be despatched today
"Panel" The Panel on Takeovers and Mergers
"pounds" or "#" UK pounds sterling
"Raven Mount" Raven Mount plc and associated undertakings and any other body
corporate, partnership, joint venture or person in which Raven
Mount and such undertakings (aggregating their interests) have an
interest of more than 20 per cent. of the voting or equity capital
or the equivalent
"Raven Mount Shares" ordinary shares of 0.1 pence each in the capital of Raven Mount
"Regulations" the Uncertificated Securities Regulations 1995 (SI 1995 No. 95/
3272)
"RIS" a service approved by the London Stock Exchange for the
distribution to the public of AIM announcements and included
within the list maintained on the London Stock Exchange's website
(www.londonstockexchange.com)
"subsidiary", "subsidiary undertaking", shall be construed in accordance with the Act (but for this
"associated undertaking" and "undertaking" purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act)
"Swan Hill" Swan Hill Group plc
"Swan Hill Employee Share Scheme(s)" the Swan Hill Group PLC 1993 Savings-Related Share Option Scheme,
the Swan Hill Group Executive Share Option Scheme, the Swan Hill
Group PLC Executive Share Option Scheme No. 2, the Swan Hill Group
PLC Restricted Share Scheme and any other employee share schemes
of the Swan Hill Group
"Swan Hill Group" Swan Hill and associated undertakings and any other body
corporate, partnership, joint venture or person in which Swan Hill
and such undertakings (aggregating their interests) have an
interest of more than 20 per cent. of the voting or equity capital
or the equivalent
"Swan Hill Shareholders" the holders of Swan Hill shares
"Swan Hill Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 25 pence each in the capital of Swan Hill and
any further shares which are unconditionally allotted or issued
prior to the date on which the Offer closes (or such earlier date
or dates, not being earlier than the date on which the Offer
becomes unconditional as to acceptances or, if later, the first
closing date of the Offer, as Raven Mount may decide)
"uncertificated" or "in uncertificated For the time being recorded on the register of members of Swan
form" Hill 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
"United States" or "US" the United States of America, its territories and possessions, any
State of the United States of America and the District of Columbia
and all other areas subject to its jurisdiction
"WestLB" WestLB Panmure Limited, financial adviser to Raven Mount
This information is provided by RNS
The company news service from the London Stock Exchange
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