RNS No 6824q
PROVEND GROUP PLC
8th March 1999
PART 2
Not for publication or distribution in or into the United States of America,
Canada, Japan or Australia
APPENDIX 1 - CONDITIONS OF THE OFFER
The Offer is subject to the following conditions:
(a)valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as Bunzl may, with the consent of the Panel
or in accordance with the Code, decide) in respect of not less than 90 per
cent. (or such lower percentage as Bunzl may decide) in nominal value of
the Provend Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Bunzl and/or any of its wholly-
owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, shares in Provend carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Provend. For the purposes of this
condition:
(i) shares which have been unconditionally allotted but not issued before
the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, shall be deemed to carry the voting
rights they will carry on being entered into the register of members
of Provend;
(ii) the expression "Provend Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act
1985, as amended;
(b)save as fairly disclosed to Bunzl in writing prior to 5 March 1999, there
being no provision of any agreement, arrangement, licence, permit or other
instrument to which any member of the wider Provend Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offer or the proposed acquisition of
any shares or other securities in Provend or because of a change in the
control or management of Provend or otherwise, could or might result in
any of the following, but in the case of sub-paragraphs (v) to (viii),
only if and to the extent which is material in the context of the Provend
Group taken as a whole:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date
or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member
thereunder being terminated or modified or affected or any obligation
or liability arising or any action being taken thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) 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 such member;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii)the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of
the wider Provend Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, could result in any
of the events or circumstances as are referred to in sub-paragraphs (i) to
(viii) of this paragraph (b);
(c)no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, association,
institution or any court in any jurisdiction, other than the Panel, (each
a "Third Party") having decided to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation, decision or order, or
having taken any other steps which would or might reasonably be expected
to:
(i) require, prevent or delay the divestiture, or materially alter the
terms envisaged for any proposed divestiture by any member of the
wider Bunzl Group or any member of the wider Provend Group of all or
any portion of their respective businesses, assets or property 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 or any part thereof which, in any
such case, is material in the context of the wider Bunzl Group or the
wider Provend Group in either case taken as a whole;
(ii) require, prevent or delay the divestiture by any member of the wider
Bunzl Group of any shares or other securities in Provend;
(iii) impose any limitation on, or result in a material delay in, the
ability of any member of the wider Bunzl Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any member
of the wider Provend Group or the wider Bunzl Group or to exercise
management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects
of any member of the wider Bunzl Group or of any member of the wider
Provend Group in a manner which is adverse to and material in the
context of the Bunzl Group or the Provend Group in either case taken
as a whole;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Bunzl or any member of the wider Bunzl Group of any
shares or other securities in, or control of Provend void, illegal,
and/or unenforceable under the laws of any jurisdiction, or otherwise
in a material way, directly or indirectly, restrain, restrict,
prohibit, delay or otherwise interfere with the same, or impose
additional material conditions or obligations with respect thereto,
or otherwise in a material way challenge or interfere therewith;
(vi) require any member of the wider Bunzl Group or the wider Provend
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider Provend Group
owned by any third party;
(vii) impose any limitation on the ability of any member of the wider
Provend Group to co-ordinate its business, or any part of it, with
the businesses of any other members which is adverse to and material
in the context of the wider Provend Group taken as a whole; or
(viii)result in any member of the wider Provend Group ceasing to be
able to carry on business under any name under which it presently
does so;
and all applicable waiting and other time periods during which any such
Third Party could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under the laws
of any jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Provend Shares having expired, lapsed or been
terminated;
(d)all necessary filings or applications having been made in connection with
the Offer and all statutory or regulatory obligations imposed on any
member of the Provend Group in any jurisdiction having been complied with
in connection with the Offer or the acquisition by any member of the wider
Bunzl Group of any shares or other securities in, or control of, Provend
and all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals reasonably deemed
necessary or appropriate by Bunzl or any member of the wider Bunzl Group
for or in respect of the Offer or the proposed acquisition of any shares
or other securities in, or control of, Provend by any member of the wider
Bunzl Group ("Authorisations") having been obtained in terms and in a form
satisfactory to Bunzl from all appropriate Third Parties or, where the
absence of Authorisations could have a material effect on the Provend
Group taken as a whole, persons with whom any member of the wider Provend
Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with all
material authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the wider Provend
Group which is material in the context of the Bunzl Group or Provend Group
as a whole remaining in full force and effect and all filings necessary
for such purpose have been made and there having been received no notice
or intimation of any intention to revoke or not to renew any of the same
at the time at which the Offer becomes otherwise unconditional and all
necessary statutory or regulatory obligations imposed on any member of the
Provend Group in any jurisdiction having been complied with;
(e)except as fairly disclosed to Bunzl in writing prior to 5 March 1999 or as
publicly announced by Provend prior to 8 March 1999 or in the
Announcement, no member of the wider Provend Group having, since 28 June
1998:
(i) save as between Provend and wholly-owned subsidiaries of Provend or
for Provend Shares issued pursuant to the exercise of options granted
under the Provend Share Option Scheme, issued, authorised or proposed
the issue of additional shares of any class;
(ii) save as between Provend and wholly-owned subsidiaries of Provend or
for the grant of options under the Provend Share Option Scheme,
issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of Provend Group, recommended, declared,
paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution whether payable in cash or
otherwise save for the net interim dividend of 2 pence per share
payable in respect of the year ending 27 June 1999;
(iv) save for intra-Provend Group transactions, merged or demerged with
any body corporate or (other than in the ordinary course of business)
acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or
authorised or proposed or announced any intention to propose any such
merger, demerger, acquisition or disposal, transfer, mortgage, charge
or security interest;
(v) save for intra-Provend Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan
capital;
(vi) issued, authorised or proposed the issue of any debentures or (save
for intra-Provend Group transactions) other than in the ordinary
course of business incurred or increased any indebtedness or become
subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital;
(viii)implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary
course of business or entered into or changed the terms of any
contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of business,
and which in any case is material in the context of the wider Provend
Group taken as a whole;
(x) (other than in respect of a member which is dormant and was solvent at
the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider Provend Group
or the wider Bunzl Group other than to a nature and extent which is
normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course
of business; or
(xiii)entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or proposal to, effect any
of the transactions, matters or events referred to in this condition;
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this
condition, the term "Provend Group" shall mean Provend and its wholly-
owned subsidiaries;
(f)since 28 June 1998 and save as fairly disclosed to Bunzl in writing prior
to 5 March 1999 and save as publicly announced in accordance with the
Listing Rules by Provend prior to 8 March 1999 or in the Announcement:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of the
wider Provend Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Provend Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and
no investigation by any Third Party against or in respect of any
member of the wider Provend Group having been instituted, announced
or threatened by or against or remaining outstanding in respect of
any member of the wider Provend Group which in any such case might
reasonably be expected to be material in the context of the wider
Provend Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to
Bunzl which would reasonably be expected to materially and adversely
affect the wider Provend Group taken as a whole; and
(iv) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence,
permit or authorisation required by law held by any member of the
wider Provend Group which is necessary for the proper carrying on of
its business where the absence of such licence, permit or
authorisation could reasonably be expected to have a material adverse
effect on the wider Provend Group taken as a whole;
(g)Save as publicly announced in accordance with the Listing Rules by Provend
prior to 8 March 1999 or in the Announcement, Bunzl not having discovered
on or after 8 March 1999:
(i) that any financial, business or other information concerning the
wider Provend Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the wider
Provend Group is misleading in a material respect, contains a
material misrepresentation of fact or omits to state a fact necessary
to make that information not misleading; or
(ii) that any member of the wider Provend Group or any partnership,
company or other entity in which any member of the wider Provend
Group has a significant economic interest and which is not a
subsidiary undertaking of Provend is subject to any liability
(contingent or otherwise) which was not disclosed as required by law
or relevant accounting practice in the annual report and accounts of
Provend for the year ended 28 June 1998;
(h)Bunzl not having discovered that:
(i) any past or present member of the wider Provend Group has failed to
comply with any and/or all applicable legislation or regulation of
any jurisdiction with regard to the disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
or animal health or otherwise relating to environmental matters, or
there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) which in
either case would be likely to give rise to any liability (actual or
contingent) on the part of any member of the wider Provend Group and
which is material in the context of the wider Provend Group taken as
a whole; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or
present member of the wider Provend Group, which is material in the
context of the wider Provend Group taken as a whole, to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the wider Provend
Group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental,
quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court or association in
any jurisdiction.
For the purposes of these conditions the "wider Provend Group" means
Provend and its subsidiary undertakings, associated undertakings and any
other undertaking in which Provend and/or such undertakings (aggregating
their interests) have a significant interest and the "wider Bunzl Group"
means Bunzl and its subsidiary undertakings, associated undertakings and
any other undertaking in which Bunzl and/or such undertakings (aggregating
their interests) have a significant interest and for these purposes
"subsidiary undertaking", "associated undertaking" and "undertaking" have
the meanings given by the Companies Act 1985, other than paragraph
20(1)(b) of Schedule 4A to that Act which shall be excluded for this
purpose, and "significant interest" means a direct or indirect interest in
ten per cent. or more of the equity share capital (as defined in that
Act).
For the purposes of these conditions "Announcement" means the announcement
of which this Appendix forms part, together with the publication of the
unaudited interim statement of Provend for the six months ended 27
December 1998.
Bunzl reserves the right to waive, in whole or in part, all or any of the
above conditions, except condition (a).
Conditions (b) to (h) (inclusive) must be fulfilled or waived by midnight
on the 21st day after the date on which condition (a) is fulfilled (or in
each such case such later date as the Panel may agree). Bunzl shall be
under no obligation to waive or treat as satisfied any of the conditions
(b) to (h) (inclusive) by a date earlier than the latest date specified
above for the satisfaction thereof, notwithstanding that the other
conditions of the offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
If Bunzl is required by the Panel to make an offer for Provend Shares
under the provisions of Rule 9 of the Code, Bunzl may make such
alterations to any of the above conditions, as are necessary to comply
with the provisions of that Rule.
The Offer will lapse if it is referred to the Monopolies and Mergers
Commission before 3.00 p.m. on the first closing date of the Offer or the
date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
APPENDIX 2 - PARTICULARS OF THE LOAN NOTES
The Loan Notes will be created by a resolution of the board of directors of
Bunzl or a duly authorised committee thereof and will be constituted by a loan
note instrument (the "Loan Note Instrument"), which will contain provisions,
inter alia, to the following effect. The issue of the Loan Notes will be
conditional on the Offer becoming or being declared unconditional in all
respects. Elections for Loan Notes in respect of the maximum cash
consideration receivable under the basic terms of the Offer would involve the
issue of approximately #28.5 million in nominal amount of Loan Notes.
1. Form, status, registration and transfer
The Loan Notes will be issued in registered form in integral multiples of
#1 nominal, will be freely transferable (subject to restrictions on the
offer, sale or delivery of Loan Notes, in or into the United States,
Canada, Australia or Japan as referred to below), and will constitute
unsecured obligations of Bunzl. The Loan Note Instrument will not contain
any restrictions on borrowings or charging or disposal of assets by Bunzl
or any member of the Bunzl Group.
2. Interest
Interest on the Loan Notes will be calculated on the basis of a 365 day
year and will be payable (less any applicable tax) twice yearly in arrears
on 1 January and 1 July (or, if any such day is not a business day, on the
next succeeding business day) in each year ("interest payment dates") in
respect of the interest periods (as defined below) ending on the day
immediately before such dates at the rate specified below, except that the
first payment or interest on the Loan Notes, which will be made on 1
January 2000, will be in respect of the period from and including the date
of issue of the relevant Loan Notes up to (but excluding) 1 January 2000.
The period from and including the date of issue of the Loan Notes up to
(but excluding) 1 January 2000 and the period from (and including) 1
January 2000 or any subsequent interest payment date up to (and excluding)
the next following interest payment date is herein called an ''interest
period''.
Interest shall be payable in each case only to persons who are registered
as Noteholders at the close of business on the relevant record date. The
''record date'' shall mean the fourteenth day before the relevant interest
payment date.
The rate of interest payable on the Loan Notes for each interest period
will be the rate per annum of one per cent. below LIBOR.
If a rate of interest cannot be established in accordance with the
provisions above for any relevant interest period, then the rate of
interest on the Loan Notes for such interest period shall be calculated by
reference to such rate as Bunzl shall determine on the basis of quotations
made for six month deposits of a similar size and currency in any such
other inter-bank market or markets as Bunzl may select on the business day
immediately preceding the first day of such interest period.
3. Repayment of the Loan Notes
(A)Any Loan Notes not previously repaid or purchased or cancelled under this
paragraph or paragraphs 4, 5 or 6 below will be redeemed in full at par on
1 July 2006 (the ''Final Redemption Date'') together with accrued interest
(less any applicable tax) up to (but excluding) that date.
(B)A Noteholder may require all or any part (being #1,000 in nominal amount
or any integral multiple thereof) of his holding of Loan Notes to be
repaid at par together with accrued interest up to but excluding the date
of payment (less any applicable tax) on any interest payment date
commencing 1 January 2000 and falling prior to the Final Redemption Date
by giving not less than thirty days' notice in writing to Computershare
Services PLC, to expire on or before the relevant interest payment date
accompanied by the relevant Loan Note.
(C)If, at any time on or after 1 July 2000, 75 per cent. or more in nominal
value of the Loan Notes has been repaid or purchased and cancelled or #1
million or less in nominal value of Loan Notes is outstanding, Bunzl shall
have the right on any interest payment date on or after 1 July 2000 to
redeem all (but not some only) of the outstanding Loan Notes by payment of
the nominal value thereof together with accrued interest up to but
excluding the date of payment (less any applicable tax).
4. Repayment on default
Each Noteholder will be entitled to require all or any part (being #1
nominal amount or any integral multiple thereof) of the Loan Notes held by
him to be repaid at par together with accrued interest up to but excluding
the date of payment (less any applicable tax) if:
(i) any principal or interest on any of the Loan Notes held by that
Noteholder shall fail to be paid in full within 21 days after the due
date for payment thereof; or
(ii) an order is made or an effective resolution is passed for the winding up
or dissolution of Bunzl or a material subsidiary (other than (a) a
voluntary winding up for the purposes of amalgamation or reconstruction,
or (b) a voluntary winding up on terms previously approved by an
Extraordinary Resolution of Noteholders (as defined in the Loan Note
Instrument)); or
(iii)an encumbrancer takes possession of or a trustee, receiver,
administrator or similar officer is appointed or an administration order
is made in respect of Bunzl or a material subsidiary or in respect of the
whole or substantially the whole or the undertaking or property of Bunzl
or a material subsidiary and such person has not been paid out or
discharged within 30 days.
A material subsidiary is a subsidiary of Bunzl to which 10 per cent. or more
of the net assets or operating profits of the Bunzl Group are attributable.
5. Purchase of the Loan Notes
Bunzl may at any time purchase any Loan Notes by tender (available to all
Noteholders alike) or by private treaty or otherwise at any price.
6. Cancellation
Any Loan Notes repaid, redeemed or purchased as referred to above shall be
cancelled and shall not be available for re-issue.
7. Additional Notes
Each Noteholder shall have the right on giving 60 days' prior written notice
to Bunzl to acquire (by subscription at their nominal value of an amount up
to or equal to such Noteholder's holding of Loan Notes, such amount to be
payable in full on subscription) additional loan notes to be issued by a
subsidiary of Bunzl ("Additional Notes") on terms and conditions
substantially the same as those applicable to the Loan Notes, except that
the Additional Notes shall not carry any right to acquire additional
securities, and the rate of interest on the Additional Notes shall be 1 per
cent. below the rate of interest per annum payable as referred to above in
paragraph 2. Bunzl shall not be obliged to provide a guarantee of such
Additional Notes.
8. Modifications
The provisions of the Loan Note Instrument and the rights of the Noteholders
will be subject to modification, abrogation or compromise in any respect
with the sanction of an Extraordinary Resolution of the Noteholders as
defined in the Loan Note Instrument with the consent of Bunzl.
9. Further Loan Notes
Provisions will be made in the Loan Note Instrument to enable Bunzl to make
further issues of loan notes so as to form a single series with the Loan
Notes.
10. Listing
No application has been or is intended to be made for the Loan Notes to be
listed or dealt in on any stock exchange.
11. Overseas registration
The Loan Notes have not been, and will not be registered under the US
Securities Act of 1933, as amended. The relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada nor from any city or prefecture of Japan. No prospectus in relation
to the Loan Notes has been, or will be, lodged with or registered by the
Australian Securities Commission. Accordingly, the Loan Notes may not be
offered, sold or delivered, directly or indirectly, in or into the United
States, Canada, Australia or Japan.
12. Governing law
The Loan Notes and the Loan Note Instrument will be governed by and
construed in accordance with English law.
APPENDIX 3 - DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
"Bunzl" or "Company" Bunzl plc
"Bunzl Group" Bunzl and its subsidiary
undertakings
"Closing Price" the closing middle-market
quotation as derived from the
Official List
"Code" the City Code on Takeovers and
Mergers
"Form of Acceptance" the form of acceptance for use in
connection with the Offer as
described in and accompanying
this document
"Investec Henderson lnvestec Henderson Crosthwaite, a
Crosthwaite" division of lnvestec Bank (UK)
Limited
"LIBOR" the London Inter-Bank Offered
Rate expressed as a rate per
annum for six month sterling
deposits of #1,000,000 which
appears on Telerate page 3750 on
or about 11.00 a.m. on the first
day of the relevant interest
period or, if such day is not a
business day, on the next
succeeding business day
"Listing Rules" the listing rules of the London
Stock Exchange, made under
Section 142 of the Financial
Services Act 1986
"Loan Note Alternative" the alternative under the Offer
whereby Provend Shareholders
(other than certain overseas
shareholders) validly accepting
the Offer may elect to receive
Loan Notes instead of some or all
of the cash consideration to
which they would otherwise be
entitled under the Offer
"Loan Notes" the floating rate unsecured loan
notes of Bunzl to be issued
pursuant to the Loan Note
Alternative
"London Stock Exchange" London Stock Exchange Limited
"Noteholders" Holders of Loan Notes
"Offer" the recommended offer to acquire
the Provend Shares as described
and subject to the conditions set
out in this document including
where the context so requires,
the Loan Note Alternative and any
subsequent revision, variation,
extension or renewal of such
offer
"Offeror" Bunzl
"Official List" the Official List of the London
Stock Exchange
"Panel" the Panel on Takeovers and
Mergers
"Provend" Provend Group PLC
"Provend Group" Provend and its subsidiary
undertakings
"Provend Share Option the 1996 Executive Share Option
Scheme" Scheme of Provend
"Provend Shareholders" holders of Provend Shares
"Provend Shares" the existing issued and fully
paid ordinary shares of 1p each
in Provend and any further such
shares which are unconditionally
allotted or issued before the
date on which the Offer closes
(or such earlier date, not being
earlier than the date on which
the Offer becomes unconditional
as to acceptances or, if later,
the first closing date, as Bunzl
may decide)
"Record Date" the close of business on 19 March
1999
"United Kingdom" or "UK" the 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
For the purposes of this announcement, "subsidiary" and "subsidiary
undertaking" have the respective meanings given by the Companies Act 1985.
END
OFFDVFBBKXKXBKF
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