RNS Number:7026E
Monsoon PLC
28 September 2007
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from the United States of America, Canada, Australia,
the Republic of South Africa or Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
28 September 2007
RECOMMENDED PROPOSALS FOR THE ACQUISITION OF MONSOON PLC
BY DRILLGREAT LIMITED
Summary
. The Independent Director of Monsoon and the sole director of Drillgreat are
pleased to announce the terms of a recommended acquisition of the whole of the
issued share capital of Monsoon by Drillgreat. Drillgreat is a newly
incorporated company formed specifically for the purpose of implementing the
Acquisition. The director of Drillgreat is Peter Simon (Non-executive Chairman
of Monsoon). It is intended that the Acquisition be implemented by way of a
scheme of arrangement.
. Under the Proposals, Non-Family Scheme Shareholders will receive 424 pence in
cash for each Monsoon Share held and Family Scheme Shareholders will receive
one new Drillgreat Share for each Monsoon share held.
. The cash consideration payable to the Non-Family Scheme Shareholders
represents a premium of approximately 4.0 per cent. to the Closing Price of
407.5 pence per Monsoon Share on 27 September 2007, being the last Business
Day prior to this announcement, and a premium of approximately 7.9 per cent.
to the average Closing Price for the six months ended 27 September 2007 of
approximately 392.8 pence per Monsoon Share.
. The Proposals value the entire issued share capital of Monsoon at
approximately #755 million.
. The Independent Director of Monsoon, who has been so advised by Seymour
Pierce, considers the terms of the Proposals to be fair and reasonable. In
providing its advice to the Independent Director, Seymour Pierce has taken
into account the commercial assessment of the Independent Director. Further
important background to the recommendation is given in the full announcement.
. The Independent Director will recommend all Independent Scheme Shareholders to
vote in favour of the resolutions to be proposed at the Court Meeting and the
EGM.
. The Proposals will be put to Monsoon Shareholders at the Court Meeting and at
the EGM, which are expected to be held in November 2007. In order to become
effective, the Scheme must be approved by a majority in number of the
Independent Scheme Shareholders present and voting at the Court Meeting,
either in person or by proxy, representing not less than three fourths in
value of the Independent Scheme Shares that are voted at the Court Meeting. In
addition, a special resolution implementing the Scheme and sanctioning the
related reduction of share capital must be passed by Monsoon Shareholders
representing 75 per cent. of the votes cast at the EGM.
. Polygon Global Opportunities Masters Fund ("Polygon") has confirmed that it is
supportive of the Scheme and that it will exercise (or procure the exercise
of) the voting rights in respect of its own beneficial holdings of Monsoon
Shares (which at the date of this announcement, comprise, in aggregate, a
total of 1,000,000 Monsoon Shares, representing approximately 2.3 per cent. of
the Independent Scheme Shares) in favour of the resolutions to be proposed at
the Court Meeting and the EGM. Polygon has also confirmed that if it acquires
any additional Monsoon Shares prior to the Court Meeting, it will also
exercise (or procure the exercise of) the voting rights attaching to those
shares in favour of the resolutions to be proposed at the Court Meeting and
the EGM. In addition, Polygon has indicated that it has economic exposure by
way of contracts for differences in a further 18,731,518 Monsoon Shares.
. As a result of their interest in the Proposals, Peter Simon, the other Family
Scheme Shareholders and Drillgreat are precluded from voting at the Court
Meeting. In addition, Anton Simon, a non-executive director of Monsoon who is
Peter Simon's brother and deemed to be acting in concert with Drillgreat, and
Anton Simon's children, will not vote at the Court Meeting. Therefore the
Monsoon Shares held by each of Peter Simon, the other Family Scheme
Shareholders, Drillgreat and Anton Simon (and his children) will not count
towards the majorities required to approve the Scheme. They all will, however,
undertake to be bound by the Scheme.
. It is expected that the Scheme Document will be posted in late October 2007
and that the Scheme will become effective in December 2007 subject to the
satisfaction of all conditions, including the conditions set out in Appendix I
to this announcement.
. New Boathouse Capital, a subsidiary of Quayle Munro Holdings PLC, is acting as
financial adviser to Drillgreat. Seymour Pierce is acting as financial adviser
to Monsoon.
Enquiries:
New Boathouse Capital (Financial Adviser to Drillgreat) 020 7471 3770
Colin La Fontaine Jackson
Peter Norris
Seymour Pierce (Financial Adviser to Monsoon) 020 7107 8000
Richard Feigen
Roger Clement
Douglas Harmer
Sarah Jacobs
Maitland (PR Adviser to Monsoon) 020 7379 5151
Neil Bennett
Tom Sivyer
This summary should be read in conjunction with the full text of the attached
announcement.
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
This announcement is not intended to, and does not constitute or form part of
any offer to sell or an invitation to purchase or subscribe for any securities
pursuant to the Proposals or otherwise or the solicitation of any vote or
approval in any jurisdiction. Monsoon Shareholders are advised to read carefully
the formal documentation in relation to the Proposals once it has been
despatched.
The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared in accordance with English Law, the City
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with jurisdictions outside England.
The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.
This announcement, including information included or incorporated by reference
in this announcement, may contain ''forward-looking statements'' concerning
Drillgreat and the Monsoon Group. Generally, the words ''will'', ''may'',
''should'', ''continue'', ''believes'', ''expects'', ''intends'',
''anticipates'' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future
market conditions and the behaviour of other market participants, and therefore
undue reliance should not be placed on such statements. Neither Drillgreat nor
the Monsoon Group intends or assumes any obligation to update these
forward-looking statements other than as required by law.
New Boathouse Capital, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Drillgreat and no one else in connection with the Proposals and will not be
responsible to anyone other than Drillgreat for providing the protections
afforded to clients of New Boathouse Capital or for providing advice in relation
to the Proposals or in relation to the contents of this announcement or other
matters referred to herein.
Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Monsoon and no one else in connection with the Proposals and will not be
responsible to anyone other than Monsoon for providing the protections afforded
to clients of Seymour Pierce or for providing advice in relation to the
Proposals or in relation to the contents of this announcement or other matters
referred to herein.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
''interested'' (directly or indirectly) in 1 per cent. or more of any class of
''relevant securities'' of Monsoon, all ''dealings'' in any ''relevant
securities'' of Monsoon (including by means of an option in respect of, or a
derivative referenced to, any such ''relevant securities'') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or lapses or is otherwise
withdrawn or on which the ''offer period'' otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an ''interest'' in ''relevant securities'' of Monsoon,
they will deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in
''relevant securities'' of Monsoon, by Drillgreat, or by any of their respective
''associates'', must be disclosed by no later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ''relevant
securities'' ''dealings'' should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
''Interests in securities'' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an ''interest'' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a ''dealing'' under Rule 8, you should consult the Panel.
Appendix I sets out the conditions to implementation of the Proposals and the
Scheme.
Appendix II sets out the bases and sources of information from which the
financial calculations used in this announcement have been derived.
Appendix III contains the definitions of terms used in this announcement.
Not for release, publication or distribution, in whole or in part, in, into or
from the United States of America, Canada, Australia, the Republic of South
Africa or Japan or any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
28 September 2007
RECOMMENDED PROPOSALS FOR THE ACQUISITION OF MONSOON PLC
BY DRILLGREAT LIMITED
1. Introduction
The Independent Director of Monsoon and the sole director of Drillgreat announce
that they have reached agreement on the terms of a recommended acquisition of
the issued share capital of Monsoon by Drillgreat. The Proposals value the
entire issued share capital of Monsoon at approximately #755 million. Drillgreat
is a newly incorporated company formed specifically for the purpose of
implementing the Acquisition. Further information on Drillgreat is set out in
section 7 of this announcement.
2. Summary of the Proposals
It is intended that, other than in relation to the one Monsoon Share held by
Drillgreat, the Acquisition is to be implemented by way of a court sanctioned
scheme of arrangement under section 425 of the Companies Act. Under the terms of
the Scheme, which will be subject to the conditions set out below and in
Appendix I of this announcement, and to be set out in the Scheme Document:
Non-Family Scheme Shareholders will receive:
for each Monsoon Share 424 pence in cash; and
Family Scheme Shareholders will receive:
for each Monsoon Share one new Drillgreat Share
The cash consideration payable to Non-Family Scheme Shareholders under the
Proposals represents a premium of approximately 4.0 per cent. to the Closing
Price of 407.5 pence on 27 September 2007, being the last Business Day prior to
this announcement, and a premium of approximately 7.9 per cent. to the average
Closing Price for the six months ended 27 September 2007 of approximately 392.8
pence per Monsoon Share.
Monsoon Shares will be acquired under the Proposals fully paid and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and
other third party rights or interests and together with all rights attaching
thereto, including without limitation, the right to receive all dividends and
other distributions (if any) announced, declared, made or paid after the date of
this announcement.
3. Background to and reasons for recommending the Proposals
Since early October 2003 the Family Scheme Shareholders have been interested in
more than 75 per cent. of Monsoon Shares. Monsoon moved to AIM later that year.
On 22 July 2005 the board of Monsoon announced that it had entered into
preliminary discussions with Peter Simon regarding his family interests making a
possible offer for the Monsoon Shares not already owned by them. These
discussions were terminated some eight months later on 23 March 2006.
Since early October 2003 the share price has increased by approximately 200 per
cent. to 407.5 pence, yesterday's Closing Price. Profit growth over a similar
period has been more limited. Profits before taxation have advanced from #39.1
million for the year ended 31 May 2003 to #46.1 million for the year ended 26
May 2007, an increase of 17.9 per cent.
It is clear from the above that the share price of Monsoon Shares has grown at a
greater rate than the underlying profitability of the Monsoon Group since the
Company was admitted to AIM. The Independent Director believes that this could
in part be explained by the stock market placing a bid premium on Monsoon
Shares, fuelled by ongoing speculation that Peter Simon would eventually seek to
acquire the outstanding minority holdings in Monsoon.
In his statement accompanying the announcement of Monsoon's preliminary results
made on 26 July 2007 Peter Simon noted that the year ended 26 May 2007 had been
even more disappointing than the 2006 financial year, which was previously the
most challenging year in the Company's history. He also noted that the start of
the current year had witnessed a further deterioration in trading with
like-for-like sales for the seven weeks to 15 July 2007 down 13 per cent.
against the same period in the previous year. He also noted that "the outlook
for the current year remains uncertain."
In considering whether to recommend the Proposals the Independent Director has
taken into account a number of factors including the following:
. no third party proposals have been received by Monsoon since the Family Scheme
Shareholders increased their stake to over 75 per cent. of Monsoon Shares;
. the size of the Family Scheme Shareholders' holdings could block other
potential offerors from gaining control of Monsoon; and
. in view of current trading and prospects for the Monsoon Group, the
Independent Director believes that the Proposals offer an attractive solution
for Non-Family Scheme Shareholders to realise their entire investment in
Monsoon for cash, with no dealing costs. This would be at a premium of
approximately 7.9 per cent. to the average Closing Price for the last six
months.
4. Independent Director's Recommendation
In reaching his decision to recommend the Proposals to Monsoon Shareholders, the
Independent Director has taken into account all of the factors set out above.
The Independent Director of Monsoon, who has been so advised by Seymour Pierce,
considers the terms of the Proposals to be fair and reasonable. In providing its
advice to the Independent Director, Seymour Pierce has taken into account the
commercial assessment of the Independent Director.
The Independent Director recommends all Independent Scheme Shareholders vote in
favour of the resolutions to be proposed at the Court Meeting and the EGM.
5. Confirmation letter
Polygon Global Opportunities Masters Fund ("Polygon") has confirmed that it is
supportive of the Scheme and that it will exercise (or procure the exercise of)
the voting rights in respect of its own beneficial holdings of Monsoon Shares
(which at the date of this announcement, comprise, in aggregate, a total of
1,000,000 Monsoon Shares, representing approximately 2.3 per cent. of the
Independent Scheme Shares) in favour of the resolutions to be proposed at the
Court Meeting and the EGM. Polygon has also confirmed that if it acquires any
additional Monsoon Shares prior to the Court Meeting, it will also exercise (or
procure the exercise of) the voting rights attaching to those shares in favour
of the resolutions to be proposed at the Court Meeting and the EGM. In addition,
Polygon has indicated that it has economic exposure by way of contracts for
differences in a further 18,731,518 Monsoon Shares.
6. Information on Monsoon
Monsoon was founded in 1973 by Peter Simon, the current Non-executive Chairman.
The Accessorize brand was added to the portfolio in 1984 and two years later the
first store opened overseas. By the mid 1990s a childrenswear line had been
introduced and the first dual store opened.
The Company's share capital was listed on the Official List in 1998. In 2003,
trading in the Company's shares was transferred to AIM.
Monsoon now operates 858 stores of which 453 are overseas.
The Company is in the process of transferring all of its warehousing to a new
distribution facility and has plans to move to a new head office during 2008.
7. Information on Drillgreat
Drillgreat is a private limited company incorporated in England and Wales on 26
June 2007. The entire issued share capital of Drillgreat is owned by Balmain
Invest & Trade Inc., one of the Family Scheme Shareholders. Drillgreat was
formed for the purpose of implementing the Proposals and has not traded since
incorporation. The current director of Drillgreat is Peter Simon (Non-executive
Chairman of Monsoon).
8. Information on Peter Simon and the other Family Scheme Shareholders
Peter Simon, 58, is the founder and non-executive Chairman of Monsoon. As
described in section 10 below, Peter Simon and the other Family Scheme
Shareholders are proposing to have their entire existing shareholdings in
Monsoon cancelled in consideration for securities in Drillgreat pursuant to the
Scheme. The Family Scheme Shareholders consist of Peter Simon and his children
holding Monsoon Shares directly (in the case of Peter Simon only) and through
trust arrangements in the case of both Peter Simon and his children.
9. Financing the Proposals
To finance the cash consideration payable to the Non-Family Scheme Shareholders
in connection with the Proposals and to pay certain fees and expenses associated
with the Proposals, Drillgreat has entered into the Facilities Agreement.
New Boathouse Capital is satisfied that Drillgreat will have sufficient
resources available to it to satisfy in full the cash consideration payable to
Non-Family Scheme Shareholders under the Proposals.
10. Structure of the Proposals
The Acquisition is to be effected by way of a scheme of arrangement. The Scheme
is an agreement between Monsoon and its shareholders under section 425 of the
Companies Act and is subject to the sanction of the Court. The purpose of the
Scheme is to provide for Drillgreat to become the owner of the whole of the
issued share capital of Monsoon. This is to be achieved by:
(i) the cancellation of the Non-Family Scheme Shares and the application of the
reserve arising from such cancellation in paying up in full a number of New
Monsoon Shares (which is equal to the number of Non-Family Scheme Shares
cancelled) and issuing them to Drillgreat in consideration for which
Non-Family Scheme Shareholders will receive cash on the basis set out in
section 2 of this announcement; and
(ii) the cancellation of the Family Scheme Shares and the application of the
reserve arising from such cancellation in paying up in full a number of New
Monsoon Shares (which is equal to the number of Family Scheme Shares
cancelled) and issuing them to Drillgreat in consideration for which Family
Scheme Shareholders will receive new Drillgreat Shares on the basis set out
in section 2 of this announcement.
It is expected that the Scheme Document will be posted to Monsoon Shareholders
in late October 2007 and that the Scheme will become effective in December 2007,
subject to the satisfaction of all relevant conditions. The Scheme is subject to
the Conditions and certain further terms referred to in Appendix I of this
announcement. In particular, the Scheme requires the approval of Independent
Scheme Shareholders by the passing of a resolution at the Court Meeting expected
to be held in November 2007. The resolution must be approved by a majority in
number of the Independent Scheme Shareholders present and voting, either in
person or by proxy, representing not less than three fourths in value of the
Monsoon Shares held by such Independent Scheme Shareholders. The Family Scheme
Shareholders, Drillgreat and Anton Simon (and his children) will not be entitled
to vote at the Court Meeting to approve the Scheme but will give undertakings to
be bound by the terms of the Scheme.
Implementation of the Scheme will also require the passing of the Special
Resolution (requiring the approval of Monsoon Shareholders representing at least
75 per cent. of the votes cast at the EGM, which will be held immediately after
the Court Meeting). The Family Scheme Shareholders, Drillgreat and Anton Simon
(and his children) will be entitled to vote on the Special Resolution.
Following the Meetings, the Scheme and the related reductions of Monsoon's share
capital must be sanctioned by the Court and will only become effective upon
delivery to the Registrar of Companies of a copy of the Court Order sanctioning
the Scheme and of the Court Order(s) confirming the reduction of share capital
of Monsoon forming part of the Scheme and, in relation to the proposed reduction
of share capital, the registration of such Court Order(s). Upon the Scheme
becoming effective, it will be binding on all Monsoon Shareholders, irrespective
of whether or not they attended or voted at the Court Meeting or the EGM.
11. The Business, management and employees
Drillgreat attaches great importance to the skills, experience and industry
knowledge of the existing management and employees of the Monsoon Group, who
have contributed to Monsoon's success to date and whom Monsoon anticipates will
continue to play an important role in the development of the business in the
future. Accordingly, it is Drillgreat's intention to continue to retain as far
as reasonably practicable Monsoon's existing operating and employment structure
so as to preserve its distinct working culture and ethos.
Monsoon is in the process of transferring all of its warehousing to a new
distribution facility and has plans to move to a new head office during 2008.
With the exception of these, Drillgreat has no immediate plans to change
materially Monsoon's locations and places of business.
The sole director of Drillgreat has confirmed to the Independent Director that,
following the Proposals becoming effective, the existing employment rights,
including pension rights, of all Monsoon employees will be fully safeguarded.
Monsoon has good relationships with its suppliers and Drillgreat expects for the
foreseeable future to operate a similar criteria for selection and review of
suppliers to that currently employed by the Company.
The Facilities Agreement provides, following implementation of the Scheme, for
Monsoon Accessorize to guarantee the amounts drawn down by Drillgreat under the
Facilities Agreement. Drillgreat considers that the servicing of these amounts
will not impose upon the Monsoon Group significant gearing risk given the
existing cash flow levels of the Monsoon business.
Drillgreat believes that the operation of Monsoon's business will, as a private
company, be streamlined, which should augur well for the long term success of
Monsoon.
Upon the Scheme becoming effective Vinod Dhawan, the Independent Director, will
resign from the board of Monsoon.
12. Disclosure of interests in Monsoon Shares
As at the close of business on 27 September 2007, being the latest practicable
date prior to this announcement, Drillgreat and persons acting in concert with
Drillgreat (including, without limitation, the director of Drillgreat together
with his children and related trusts) owned or controlled the following Monsoon
Shares:
Name No. of Monsoon Shares
Drillgreat 1
Peter Simon* 552,719
Balmain Invest & Trade Inc.** 111,674,176
Stoneycroft Limited*** 21,610,111
Credit Suisse Trust Limited**** 617,880
Anton Simon***** 10,075
* Peter Simon holds 402,719 shares in his own name and Stoneycroft Limited holds
150,000 shares (as nominee for Peter Simon) - these 150,000 shares are in
addition to the holdings of Stoneycroft Limited set out above. Drillgreat has
today entered into a call option agreement with Peter Simon in respect of all of
these shares pursuant to which, if the Scheme does not become effective,
Drillgreat will (save in certain limited circumstances), subject to a borrowing
having been made under the Facilities Agreement, have the right to call upon
Peter Simon to transfer some or all of these shares to Drillgreat in exchange
for the issue of new Drillgreat Shares (on a one-for-one basis).
** Balmain Invest & Trade Inc. (''Balmain'') is a BVI company which is
wholly-owned by the Beauchamp Trust, a trust established for the benefit of
Peter Simon and his children, the trustee of which is Fleming Family and
Partners (Liechtenstein) AG. Drillgreat has today entered into a share exchange
agreement with Balmain in respect of these shares pursuant to which, if the
Scheme does not become effective, Drillgreat will, subject to a borrowing having
been made under the Facilities Agreement, acquire these shares in exchange for
the issue of new Drillgreat Shares (on a one-for-one basis).
*** Stoneycroft Limited (''Stoneycroft'') is a BVI company which is wholly-owned
by the Hurst Trust, a trust established for the benefit of Peter Simon's
children, the trustee of which is Credit Suisse Trust Limited. Of these shares,
Stoneycroft holds 16,384,944 shares directly and Brock Nominees Limited holds
5,225,167 shares (as nominee for Stoneycroft). Drillgreat has today entered into
a call option agreement with Stoneycroft in respect of all of these shares
pursuant to which, if the Scheme does not become effective, Drillgreat will
(save in certain limited circumstances), subject to a borrowing having been made
under the Facilities Agreement, have the right to call upon Stoneycroft to
transfer some or all of these shares to Drillgreat in exchange for the issue of
new Drillgreat Shares (on a one-for-one basis).
**** Credit Suisse Trust Limited (''Credit Suisse Trust'') holds these shares in
its capacity as trustee of the Hurst Trust. Drillgreat has today entered into a
call option agreement with Credit Suisse Trust in respect of these shares
pursuant to which, if the Scheme does not become effective, Drillgreat will
(save in certain limited circumstances), subject to a borrowing having been made
under the Facilities Agreement, have the right to call upon Credit Suisse Trust
to transfer some or all of these shares to Drillgreat in exchange for the issue
of new Drillgreat Shares (on a one-for-one basis).
***** Of these shares, Anton Simon holds 2,500 shares and each of his three
children holds 2,525 shares.
Save as disclosed in this announcement, neither Drillgreat nor, so far as
Drillgreat is aware, any person acting in concert with Drillgreat owns or
controls any Monsoon Shares or options to purchase Monsoon Shares or derivatives
referenced to any such shares.
13. Arrangements between Drillgreat and the Family Scheme Shareholders
Pursuant to the Scheme, Peter Simon and the other Family Scheme Shareholders
will receive new Drillgreat Shares in consideration for the cancellation of
their Family Scheme Shares.
A Court Meeting and EGM will be convened in connection with the Proposals. As a
result of their interest in the Proposals, Peter Simon, the other Family Scheme
Shareholders and Drillgreat are precluded from voting at the Court Meeting. In
addition, Anton Simon, a non-executive director of Monsoon who is Peter Simon's
brother and deemed to be acting in concert with Drillgreat, will not vote at the
Court Meeting. They will all be entitled to vote in respect of the resolutions
to be proposed at the EGM, as set out in section 10 of this announcement.
14. Cancellation from AIM
Application will be made to the London Stock Exchange to cancel trading in
Monsoon Shares subject to the Scheme becoming effective. On the Effective Date,
share certificates in respect of Monsoon Shares will cease to be valid and
should be destroyed. In addition, entitlements to Monsoon Shares held within the
CREST system will be cancelled on the Effective Date.
15. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
''interested'' (directly or indirectly) in 1 per cent. or more of any class of
''relevant securities'' of Monsoon, all ''dealings'' in any ''relevant
securities'' of Monsoon (including by means of an option in respect of, or a
derivative referenced to, any such ''relevant securities'') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or lapses or is otherwise
withdrawn or on which the ''offer period'' otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an ''interest'' in ''relevant securities'' of Monsoon,
they will deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in
''relevant securities'' of Monsoon, by Drillgreat, or by any of their respective
''associates'', must be disclosed by no later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ''relevant
securities'' ''dealings'' should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
''Interests in securities'' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an ''interest'' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a ''dealing'' under Rule 8, you should consult the Panel.
16. General
The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
All times referred to are London times unless otherwise stated. This
announcement is not intended to, and does not constitute or form any part of any
offer to sell or an invitation to purchase or subscribe for any securities
pursuant to the Proposals or otherwise or the solicitation of any vote or
approval in any jurisdiction. Monsoon Shareholders are advised to read carefully
the formal documentation in relation to the Proposals once it has been
despatched.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable legal and regulatory requirements. Further details in relation to
overseas shareholders will be contained in the Scheme Document. This
announcement has been prepared for the purposes of complying with English Law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
Drillgreat may purchase Monsoon Shares otherwise than under the Proposals, such
as in the open market or privately negotiated purchases. Such purchases may be
made either directly or through a broker and such purchases shall comply with
the applicable laws of the UK, as well as the rules of the London Stock Exchange
and the City Code.
Copies of announcement are not being, and must not be, directly or indirectly
mailed or otherwise forwarded, distributed or sent in or into any jurisdiction
where to do so would violate the laws of that jurisdiction and persons receiving
this announcement (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or otherwise send it in, or into or from any such
jurisdiction.
This announcement, including information included or incorporated by reference
in this announcement, may contain ''forward-looking statements'' concerning
Drillgreat and the Monsoon Group. Generally, the words ''will'', ''may'',
''should'', ''continue'', ''believes'', ''expects'', ''intends'',
''anticipates'' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future
market conditions and the behaviour of other market participants, and therefore
undue reliance should not be placed on such statements. Neither Drillgreat nor
the Monsoon Group intends or assumes any obligation to update these
forward-looking statements other than as required by law.
New Boathouse Capital, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Drillgreat and no one else in connection with the Proposals and will not be
responsible to anyone other than Drillgreat for providing the protections
afforded to clients of New Boathouse Capital or for providing advice in relation
to the Proposals or in relation to the contents of this announcement or any
other matter referred to herein.
Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Monsoon and no one else in connection with the Proposals and will not be
responsible to anyone other than Monsoon for providing the protections afforded
to clients of Seymour Pierce or for providing advice in relation to the
Proposals or in relation to the contents of this announcement or other matter
referred to herein.
Appendix I sets out the conditions to implementation of the Proposals and the
Scheme.
Appendix II sets out the bases and sources of information from which the
financial calculations in this
announcement have been derived.
Appendix III contains the definitions of terms used in this announcement.
APPENDIX I
CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS AND THE SCHEME
1. The Proposals will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the City Code, by not later than 28 March 2008 or
such later date as Monsoon, Drillgreat and the Court may agree. The Scheme will
be conditional upon:
(i) approval of the Scheme by a majority in number, representing three-fourths
or more in value, of the holders of the Independent Scheme Shares (or the
relevant class or classes thereof) present and voting, either in person or
by proxy, at the Court Meeting or at any adjournment thereof;
(ii) all resolutions set out in the notice of the EGM being duly passed by the
requisite majority at the EGM or any adjournment thereof; and
(iii) the sanction (with or without modification agreed by Monsoon and
Drillgreat) of the Scheme and the confirmation of any reduction of capital
involved therein by the Court, an office copy of the Court Order and the
minute of such reduction attached thereto being delivered for registration
to the Registrar of Companies in England and Wales and, in relation to the
reduction of capital, being registered by him.
2. Monsoon and Drillgreat have agreed that the Proposals will be conditional
upon the following matters, and, accordingly, the necessary action to make the
Proposals effective will not be taken unless such Conditions (as amended if
appropriate) have been satisfied or waived:
(a) except as disclosed to Drillgreat by or on behalf of Monsoon prior to the
date of this announcement, no Third Party having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry
or reference, or having required any action to be taken or otherwise having
done any thing or enacted, made or proposed any statute, regulation,
decision or order and there not continuing to be outstanding any statute,
regulation, decision or order of any Third Party which would or is
reasonably likely, in any case, to an extent which is material in the
context of the Monsoon Group as a whole to:
(i) make the Proposals, their implementation or the acquisition by Drillgreat of
any Monsoon Shares void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict or
delay the same or impose additional conditions or obligations with respect
to the Proposals or such acquisition, or otherwise impede, challenge or
interfere with, or require amendment of, the Proposals or such acquisition,
or the acquisition of any Monsoon Shares by Drillgreat;
(ii) limit or delay the ability of Drillgreat or any member of the Monsoon
Group, directly or indirectly, to acquire or to hold or to exercise
effectively all or any rights of ownership in respect of shares or other
securities in, or to exercise voting or management control over, any member
of the Monsoon Group;
(iii) require, prevent or delay the divestiture by Drillgreat of any shares or
other securities in Monsoon;
(iv) require, prevent or delay the divestiture or alter the terms envisaged for
any proposed divestiture by Drillgreat or by any member of the Monsoon
Group of all or any material part of their respective businesses, assets or
properties or impose any material limitation on the ability of any of them
to conduct any of their respective businesses or to own any of their
respective assets or properties;
(v) require Drillgreat or any member of the Monsoon Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of the Monsoon Group or any material asset owned by a third party
(other than in the implementation of the Proposals);
(vi) impose any material limitation on the ability of Drillgreat or of any
member of the Monsoon Group to conduct or integrate or coordinate its
business, or any part of it, with the businesses or any part of the
businesses of Drillgreat or of the Monsoon Group;
(vii) result in any member of the Monsoon Group or Drillgreat ceasing to be able
to carry on business under any name under which it presently does so; or
(viii) all applicable waiting and other time periods (including any extension
thereof) during which any Third Party could decide to take any such
action, proceeding, suit, investigation, enquiry or reference or
otherwise intervene under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(b) all necessary or appropriate notifications and filings having been made, all
necessary waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any relevant jurisdiction having been complied
with in each case in connection with the Proposals or the acquisition or
proposed acquisition of any shares or other securities in, or control of,
Monsoon by Drillgreat in each case where the direct consequence of a failure
to make such notification or filing or to wait for the expiry, termination
or lapsing of any such waiting period or to comply with each obligation
would have a material adverse effect on the Proposals or the business of the
Monsoon Group;
(c) all Authorisations which are necessary in any relevant jurisdiction for or
in respect of the Proposals or the acquisition or proposed acquisition of
any shares or other securities in, or control of Monsoon by Drillgreat or
the carrying on by any member of the Monsoon Group of its business having
been obtained, in terms and in a form reasonably satisfactory to Drillgreat,
from all appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any persons or bodies with whom any member of the
Monsoon Group has entered into contractual arrangements in each case where
the direct consequence of a failure to obtain such Authorisation would have
a material adverse effect on the Proposals or the business of the Monsoon
Group taken as a whole and all such Authorisations remaining in full force
and effect at the Effective Date and there being no notice or intimation of
any intention to revoke, suspend, restrict, modify or not to renew any of
the same;
(d) except as known by Drillgreat prior to the date of this announcement, there
being no provision of any arrangement, agreement, licence, permit, franchise
or other instrument to which any member of the Monsoon Group is a party, or
by or to which any such member or any of its assets is or are or may be
bound, entitled or subject or any circumstance, which, in each case as a
consequence of the Proposals or the acquisition or proposed acquisition of
any shares or other securities in, or of a change of control or management
of, Monsoon or any other member of the Monsoon Group by Drillgreat or
otherwise, could or might reasonably be expected to result in, to an extent
which is material in the context of the Monsoon Group taken as a whole:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or
contingent) of any member of the Monsoon Group being or becoming repayable
or capable of being declared repayable immediately or prior to its stated
maturity or repayment date or the ability of any member of the Monsoon Group
to borrow monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the Monsoon Group;
(iii) any asset or interest of any member of the Monsoon Group being or falling
to be disposed of or charged or ceasing to be available to any member of
the Monsoon Group or any right arising under which any such asset or
interest could be required to be disposed of or could cease to be
available to any member of the Monsoon Group, in each case otherwise than
in the ordinary course of business;
(iv) any member of the Monsoon Group ceasing to be able to carry on business
under any name under which it presently does so;
(v) the creation of any liability (actual or contingent) by any member of the
Monsoon Group;
(vi) the rights, liabilities, obligations or interests of any member of the
Monsoon Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such
member in or with any other person, firm, company or body (or any
arrangement or arrangements relating to any such interests or business)
being terminated, adversely modified or affected or any adverse action
being taken or any obligation or liability arising thereunder;
(vii) the financial or trading position or the prospects or the value of any
member of the Monsoon Group taken as a whole being prejudiced or adversely
affected; or
(viii) any liability of any member of the Monsoon Group to make any severance,
termination, bonus or other payment to any of the directors or other
officers,
(e) since 26 May 2007 and except as disclosed in Monsoon's annual report and
accounts for the year ended Monsoon 26 May 2007 or as otherwise publicly
announced by Monsoon (by the delivery of an announcement to a Regulatory
Information Service) prior to the date of this announcement or as otherwise
disclosed in writing to Drillgreat prior to the date of this announcement or
as is necessary for the implementation of the Proposals, no member of the
Monsoon Group having:
(i) (save as between Monsoon and wholly-owned subsidiaries of Monsoon) issued or
agreed to issue, or authorised the issue of, additional shares of any class,
or, save to the extent the same is not material in the context of the
Proposals or the Monsoon Group taken as a whole, issued or agreed to issue,
or authorised the issued of securities convertible into or exchangeable for,
or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities or transferred or sold any shares out of treasury;
(ii) purchased or redeemed or repaid any of its own shares or other securities
or reduced or made any other change to any part of its share capital to an
extent which (other than in the case of Monsoon) is material in the context
of the Monsoon Group;
(iii) recommended, declared, paid or made any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to Monsoon
or a wholly owned subsidiary of Monsoon);
(iv) (save as between Monsoon and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries), made or authorised any change in its loan
capital which is materially adverse in the context of the Monsoon Group;
(v) save for transactions between Monsoon and its wholly-owned subsidiaries,
merged with, demerged or acquired any body corporate, partnership or
business or acquired or disposed of or transferred, mortgaged, charged or
created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade
investments) or authorised the same in each case other than in the ordinary
course of business or to the extent the same is not material in the context
of the Monsoon Group as a whole;
(vi) (save as between Monsoon and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries) issued or authorised the issue of, or made any
change in or to, any debentures or incurred or increased any indebtedness
or become subject to any guarantee or liability (actual or contingent) to
an extent which is material in the context of the Monsoon Group taken as a
whole;
(vii) entered into, varied or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise)
(otherwise than in the ordinary course of business) which:
(A) is of a long term, onerous or unusual nature or magnitude or which involves
or could involve an obligation of a nature or magnitude which restricts, the
business of the Monsoon Group taken as a whole; or
(B) is reasonably likely restrict the business of the Monsoon Group taken as a
whole;
(viii) entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Monsoon Group
otherwise than in the ordinary course of business, save to the extent the
same is not material in the context of the Monsoon Group taken as a
whole;
(ix) save in respect of normal annual salary increases in accordance with past
remuneration policies entered into or varied the terms of any service
agreement with any of the directors or senior executives of any member of
the Monsoon Group;
(x) had any legal proceedings instituted or threatened against it or petition
presented or order made for its winding up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or
any part of its assets and revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xii) waived or compromised any claim other than in the ordinary course of
business which is material in the context of the Monsoon Group taken as a
whole;
(xiii) made or agreed or consented to:
(A) any change material in the context of the Monsoon Group taken as a whole to:
(I) the terms of the trust deeds constituting the pension scheme(s) established
for its directors, employees or their dependants; or
(II) the benefits which accrue or to the pensions which are payable thereunder;
or
(III) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or
(IV) the basis upon which the liabilities (including pensions) or such pension
schemes are funded or made; or
(B) any change material in the context of the Monsoon Group taken as a whole to
the trustees including the appointment of a trust corporation;
(xiv) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Monsoon Group
which, taken as a whole, are material in the context of the Monsoon Group;
or
(xv) entered into any agreement, commitment or arrangement or passed any
resolution or made any Proposals (which remains open for acceptance) or
proposed or announced any intention with respect to any of the
transactions, matters or events referred to in this condition (e);
(f) since 26 May 2007 and except as disclosed in Monsoon's annual report and
accounts for the year ended 26 May 2007 or as otherwise publicly announced
by Monsoon (by the delivery of an announcement to a Regulatory Information
Service) prior to the date of this announcement or as otherwise disclosed in
writing to Drillgreat prior to the date of this announcement:
(i) there having been no material adverse change in the business, assets,
financial or trading positions or profits or prospects or operational
performance of the Monsoon Group taken as a whole;
(ii) no contingent or other liability of any member of the Monsoon Group having
arisen or become apparent to Drillgreat which would be likely to adversely
affect the business, assets, financial or trading position or profits or
prospects of any member of the Monsoon Group to an extent which is material
to the Monsoon Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Monsoon Group is or may become a
party (whether as claimant, defendant or otherwise) having been
threatened, announced, implemented or instituted by or against or
remaining outstanding against or in respect of any member of the Monsoon
Group which would be likely adversely to affect any member of the Monsoon
Group to an extent which is material to the Monsoon Group taken as a
whole;
(iv) (other than as a result of the Proposals) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened,
announced, implemented, instituted by or against or remaining outstanding
against or in respect of any member of the Monsoon Group which would be
likely adversely to affect any member of the Monsoon Group to an extent
which is material to the Monsoon Group taken as a whole; and
(v) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member
of the Monsoon Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which is material and likely to adversely affect the Monsoon Group taken as
a whole;
(g) save as disclosed in writing to Drillgreat prior to the date of this
announcement, Drillgreat not having discovered:
(i) that any financial or business or other information concerning the Monsoon
Group disclosed at any time by or on behalf of any member of the Monsoon
Group, whether publicly or otherwise, to Drillgreat is misleading or
contains any misrepresentation of fact or omits to state a fact necessary to
make any information contained therein not misleading and which was not
subsequently corrected before the date of this announcement by disclosure
either publicly or otherwise to Drillgreat, in each case which is material
in the context of the Monsoon Group taken as a whole;
(ii) that any member of the Monsoon Group is subject to any liability (actual or
contingent) which is not disclosed in Monsoon's annual report and accounts
for the financial year ended 26 May 2007 or has not been publicly announced
by Monsoon (by the announcement to a Regulatory Information Service) prior
to the date of this announcement and which is material in the context of
the Monsoon Group taken as a whole; or
(iii) any information which materially affects the import of any information
disclosed at any time by or on behalf of any member of the Monsoon Group
to an extent which is material in the context of the Proposals;
(h) save as disclosed in writing to Drillgreat by or on behalf of Monsoon prior
to the date of this announcement, Drillgreat not having discovered that
there is, or is reasonably likely to be, a liability of a member of the
Monsoon Group which is material to the context of the Monsoon Group taken as
a whole in respect of any product or process of manufacture or materials
used therein now or previously manufactured, sold or carried out by any past
or present member of the Monsoon Group; and
(i) save as disclosed in writing to Drillgreat prior to the date of this
announcement, in relation to any release, emission, accumulation, discharge,
disposal or other fact or circumstance which has impaired or is likely to
impair the environment (including property) or harmed or is likely to harm
human health and, in any case, which is material and adverse in the context
of the Monsoon Group taken as a whole no past or present member of the
Monsoon Group:
(i) having committed any violation of any applicable laws, statutes,
regulations, notices or other requirements of any Third Party; and/or
(ii) having incurred any liabilities (whether actual or contingent) to any Third
Party; and/or
(iii) being likely to incur any liability (whether actual or contingent), or
being required, to make good, remediate, repair, reinstate or clean up the
environment (including any property).
For the purpose of these Conditions:
''Third Party'' means any central bank, government, government department or
governmental, quasi governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other such person or body whatsoever
in any relevant jurisdiction; and
A Third Party shall be regarded as having ''intervened'' if it has instituted,
implemented or threatened any action, proceeding, suit, investigation, enquiry
or reference or made, proposed or enacted any statute, regulation, decision or
order or taken any measures or other steps or required any action to be taken or
information to be provided or otherwise having done anything and ''intervene''
shall be construed accordingly.
Subject to the requirements of the Panel, Drillgreat reserves the right (but
shall be under no obligation) to waive all or any of the above Conditions, in
whole or in part, except Condition 1. Drillgreat shall be under no obligation to
waive or treat as fulfilled any of the Conditions 2(a) to 2(i) inclusive by a
date earlier than the date specified or referred to above for the fulfilment
thereof notwithstanding that the other Conditions may at any date earlier than
such date have been fulfilled and that there are at such earlier date no
circumstances indicating that any of the Conditions may not be capable of
fulfilment.
Drillgreat shall not be entitled to invoke any of the Conditions 2(a) to 2(i)
inclusive if Peter Simon was at any time up to the date of this announcement
aware of any matter, fact or circumstance which would otherwise entitle
Drillgreat to invoke such Condition.
If the Panel requires Drillgreat to make any proposals for Monsoon Shares under
the provisions of Rule 9 of the City Code, then Drillgreat may make such
alterations to the conditions of the Proposals, including to Condition 1, as are
necessary to comply with the provisions of that Rule.
CERTAIN FURTHER TERMS OF THE PROPOSALS
Drillgreat reserves the right, with consent of the Panel to elect to implement
the Proposals by way of a take-over offer. In such event, such offer will be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those that would apply to the Scheme.
Monsoon Shares will be acquired by Drillgreat fully paid up and free from all
liens, equities, charges, encumbrances and other third party rights and/or
interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends, interest and other
distributions declared, made or payable after the date of this announcement.
The Proposals will be on the terms and will be subject, inter alia, to the
conditions which are set out in this Appendix I and those terms which will be
set out in the formal documentation describing the Proposals and such further
terms as may be required to comply with the AIM Rules and the provisions of the
City Code.
The Proposals and the Scheme will be governed by English law and be subject to
the jurisdiction of the English courts. The Rules contained in the City Code, so
far as they are appropriate, apply to the Proposals.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
For the purposes of the financial comparisons contained in this announcement, no
account has been taken of any liability to taxation under the Proposals.
(a) The value of the entire issued ordinary share capital of Monsoon is based on
177,970,068 Monsoon Shares in issue at the date of this announcement.
(b) Unless otherwise stated, all prices quoted for shares are closing mid-market
prices and are derived from the Daily Official List.
(c) References to a percentage of Monsoon Shares are based on a number of
Ordinary Shares in issue as set out in paragraph (a) above.
APPENDIX III
DEFINITIONS
''Acquisition'' the recommended acquisition by Drillgreat of
the entire issued share capital of Monsoon
(other than the Monsoon Share already held by
Drillgreat), subject to the Conditions and on
the terms set out in this announcement and
the Scheme Document
''AIM'' the AIM market operated by the London Stock
Exchange
''Authorisations'' authorisations, orders, grants, recognitions,
confirmations, consents, licences,
clearances, certificates, permissions or
approvals
''BVI'' The British Virgin Islands
''Business Day'' a day (excluding Saturdays, Sundays and UK
public holidays) on which banks are generally
open for business in the City of London
''City Code'' the City Code on Takeovers and Mergers
''Closing Price(s)'' the closing middle-market quotation of a
Monsoon Share
''Companies Act'' the UK Companies Act 1985 (as amended)
''Conditions'' the conditions to the implementation of the
Proposals (including the Scheme), which are
set out in Appendix I of this announcement
''Court'' the High Court of Justice in England and
Wales
''Court Meeting'' the meeting of the Non-Family Scheme
Shareholders convened pursuant to an order of
the Court pursuant to section 425 of the
Companies Act, to be held in November 2007
(and any adjournment thereof) for the purpose
of considering and, if thought fit, approving
the Scheme, with or without amendment
''Court Order(s)'' the orders of the Court granted at the First
Court Hearing sanctioning the Scheme under
section 425 of the Companies Act and, at the
Second Court Hearing, confirming the
reductions of capital to be provided for by
the Scheme under section 137 of the Companies
Act, respectively, or where the context
requires, eitherof them
''Daily Official List'' The Daily Official List of the London Stock
Exchange
''Drillgreat'' Drillgreat Limited
''Drillgreat Shares'' ordinary shares of 10 pence each in the
capital of Drillgreat
''Effective Date'' the day on which the Scheme becomes effective
''EGM'' the extraordinary general meeting of Monsoon
Shareholders (and any adjournment thereof)
convened in connection with the Proposals
''Facilities Agreement'' the agreement entered into today between,
inter alios, Drillgreat and RBS relating to
the provision by RBS to Drillgreat of
facilities to finance, inter alia, the
Proposals
''Family Scheme Shareholders'' Peter Simon, Balmain Invest & Trade Inc.,
Stoneycroft Limited and Credit Suiss Trust
Limited
''Family Scheme Shares'' the 134,454,887 Monsoon Shares legally or
beneficially owned by Peter Simon and the
other Family Scheme Shareholders
''First Court Hearing'' the hearing by the Court of the petition to
sanction the Scheme
''Hearing Record Time'' 6.00 p.m. on the Business Day immediately
preceding the Second Hearing Date
''Independent Director'' Vinod Dhawan who is a non-executive director
of Monsoon not having a conflict of interest
with regard to the Proposals
''Independent Scheme the Non-Family Scheme Shareholders other than
Shareholders'' Anton Simon (and his children)
''Independent Scheme Shares'' the 43,505,106 Scheme Shares legally or
beneficially owned by the Independent Scheme
Shareholders
''London Stock Exchange'' London Stock Exchange plc
''Meetings'' the Court Meeting and the EGM
''Monsoon'' or the ''Company'' Monsoon plc
''Monsoon Accessorize'' Monsoon Accessorize Limited, the principal
operating subsidiary of the Monsoon Group
''Monsoon Group'' Monsoon and its subsidiaries and subsidiary
undertakings
''Monsoon Scheme Shareholders'' the holders of Scheme Shares
''Monsoon Shareholders'' holders of Monsoon Shares as at the Scheme
Record Time
''Monsoon Shares'' the ordinary shares of 10 pence each in the
capital of Monsoon
''New Boathouse Capital'' New Boathouse Capital Limited
''New Monsoon Shares'' the new ordinary shares of 10 pence each in
the capital of Monsoon to be issued to
Drillgreat in accordance with the Scheme
''Non-Family Scheme Shares'' the 43,515,181 Monsoon Shares not legally or
beneficially owned by the Family Scheme
Shareholders or Drillgreat
''Non-Family Scheme Monsoon Shareholders other than Drillgreat
Shareholders'' and the Family Scheme Shareholders
''Official List'' the official list of the UK Listing Authority
''Panel'' the Panel on Takeovers and Mergers
''Proposals'' the Scheme and other matters to be considered
at the Meetings
''RBS'' The Royal Bank of Scotland plc acting as
agent, arranger, issuing bank, security
trustee and original lender
''Registrar of Companies'' the Registrar of Companies in England and
Wales
''Regulatory Information a service approved by the London Stock
Service'' 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
''Scheme'' the scheme of arrangement under section 425
of the Companies Act between Monsoon and the
Monsoon Scheme Shareholders, with or subject
to any modification, addition or conclusion
approved or imposed by the Court and agreed
by Monsoon and Drillgreat
''Scheme Document'' the document to be posted to Monsoon Scheme
Shareholders and others containing, inter
alia, the Scheme and the notices of the
Meetings
''Scheme Record Time'' 6.00 p.m. on the Business Day prior to the
Effective Date
''Scheme Shares'' Monsoon Shares (other than the Monsoon Share
held by Drillgreat):
(a) in issue at the date of this
announcement, namely 28 September 2007;
(b) (if any) issued after the date of this
announcement and prior to the Voting Record
Time in respect of the Court Meeting; and
(c) (if any) issued on or after the Voting
Record Time and at or prior to the Hearing
Record Time either on terms that the original
or any subsequent holders thereof shall be
bound by the Scheme or in respect of which
the holder thereof shall have agreed in
writing to be bound by the Scheme
''Second Court Hearing'' the hearing by the Court of the petition to
confirm the reduction of capital to be
provided for in the Scheme
''Second Hearing Date'' the date of commencement of the Second Court
Hearing
''Seymour Pierce'' Seymour Pierce Limited
''Special Resolution'' the special resolution to be proposed by
Monsoon at the EGM in connection with, inter
alia, the approval of the Scheme and the
sanctioning of the related reduction of
capital
''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and
Northern Ireland
''United States'' the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia
''Voting Record Time'' 6.00 p.m. on the Business Day prior to the
day immediately before the Court Meeting
This information is provided by RNS
The company news service from the London Stock Exchange
END
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