RNS Number:0350T
Faupel PLC
21 October 2005
MMR Limited 21 October 2005
Not for release, distribution or publication in or into or from the USA, Canada,
Australia, South Africa, the Republic of Ireland or Japan
Recommended Cash Offer
by
RSM Robson Rhodes LLP
on behalf of
Max Money Resources Limited ("MMR")
for
Faupel Plc ("Faupel")
Introduction
The Independent Directors of Faupel and the Board of MMR are pleased to announce
that agreement has been reached on the terms of a recommended cash offer to be
made by RSM Robson Rhodes LLP, on behalf of MMR, to acquire the entire issued
and to be issued share capital of Faupel not already held by MMR.
The Offer
* The Offer is 25 pence in cash for each Faupel Share, valuing the existing
issued share capital of Faupel at approximately #3.93 million. The
Offer represents a premium of 72.4% to yesterday's closing price of 14.5 pence
per Faupel Share.
* MMR is a private company which is currently the holder of
approximately 20.1% of Faupel's issued share capital. Laurence Mead, chief
executive of Faupel, is a shareholder and director of MMR.
* Irrevocable undertakings to accept the Offer have been received
from shareholders representing 60.93% of Faupel's existing issued share capital.
Commenting on the acquisition Laurence Mead, Director of MMR, said:
"We are pleased to announce this offer today which we believe represents a very
attractive price for Faupel Shareholders. We believe that whilst Faupel is a
sound business its performance will be greatly enhanced as a private company
where it will not have to bear the costs associated with being quoted and as a
leaner organisation it will be more able to adapt to the rapidly changing retail
marketplace."
Commenting on behalf of the Board of Faupel, David Newbigging, Chairman of
Faupel, said:
"The offer price of 25 pence per share represents a substantial premium to the
current share price. The Independent Directors of Faupel believe that,
notwithstanding the recent restructuring of the Company and the refocusing of
its operations, the size of the Company and the likely period of time before the
resumption of dividend payments mean that any improvement in profitability may
not be reflected in its share price within the foreseeable future. As such, we
are recommending Faupel Shareholders to accept the offer and crystallise their
investment in the Company."
This summary should be read in conjunction with the full text of the following
announcement including Appendix I where the conditions of the Offer are set out,
Appendix II which contains details of the Loan Notes and Appendix III which
contains definitions of certain terms used in this summary and the following
announcement.
Enquiries
Laurence Mead .................... 07810 658748
(MMR)
RSM Robson Rhodes LLP .................... 020 7865 2341
(Financial Adviser to MMR)
Martin Gibbs
Samantha Harrison
Faupel Plc
David Newbigging (Chairman) .................... 020 7550 3663
Bridgewell Securities Limited .................... 020 7003 3000
(Financial Adviser to Faupel)
Nick Lovering
RSM Robson Rhodes LLP, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for MMR Limited and for no one else in
connection with the Offer and will not be responsible to anyone other than MMR
Limited for providing the protections afforded to customers of RSM Robson Rhodes
LLP or for giving advice in relation to the Offer.
Bridgewell, which is regulated in the UK by the Financial Services Authority, is
acting exclusively for Faupel Plc and for no one else in connection with the
Offer and will not be responsible to anyone other than Faupel Plc for providing
the protections afforded to customers of Bridgewell or for giving advice in
relation to the Offer.
This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation of an offer to buy any securities, pursuant to
the Offer or otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The Offer Document and Form of Acceptance accompanying the Offer Document will
be made available to all Faupel Shareholders at no charge to them. Faupel
Shareholders are advised to read the Offer Document and the accompanying Form of
Acceptance when they are sent to them because they will contain important
information.
This announcement and the Offer (including the Loan Note Alternative referred to
in this announcement) are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any facilities of, a
national, state or other securities exchange of the USA, Canada, Australia,
South Africa, the Republic of Ireland or Japan or any other jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction,
and the Offer (including the Loan Note Alternative) cannot be accepted by any
such use, means or instrumentality or otherwise from or within the USA, Canada,
Australia, South Africa, the Republic of Ireland or Japan or any other such
jurisdiction. Accordingly, this announcement, the Offer Document and the Form of
Acceptance or any accompanying document are not being, and must not be, directly
or indirectly, mailed or otherwise distributed or sent in or into or from the
USA, Canada, Australia, South Africa, the Republic of Ireland or Japan or any
other such jurisdiction.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) or
under any of the securities laws of any State or other jurisdiction of the
United States and no prospectus in relation to the Loan Notes has been or will
be filed or registration made under any securities laws of Canada in connection
with the issue of Loan Notes in any jurisdiction in Canada, nor has a prospectus
in relation to the Loan Notes been lodged with or registered by the Australian
Securities and Investment Commission, nor have any steps been taken, nor will
any steps be taken, to enable the Loan Notes to be offered in compliance with
the applicable securities laws of South Africa, the Republic of Ireland or Japan
or any jurisdiction outside the United Kingdom. Accordingly, unless an
exemption under relevant securities laws is applicable the Loan Notes may not be
offered, sold, delivered or transferred, directly or indirectly, in or into the
USA, Canada, Australia, South Africa, the Republic of Ireland or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction or to or for the benefit of any US persons (as defined in
Regulation S under the United States Securities Act of 1933 (as amended)) or
residents of Canada, Australia, South Africa, the Republic of Ireland or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction.
Not for release, distribution or publication in or into or from the USA, Canada,
Australia, South Africa, the Republic of Ireland or Japan
21 October 2005
Recommended Cash Offer
by
RSM Robson Rhodes LLP
on behalf of
Max Money Resources Limited ("MMR")
for
Faupel Plc ("Faupel")
1. Introduction
The Independent Directors of Faupel and the Board of MMR are pleased to announce
that agreement has been reached on the terms of a recommended cash offer to be
made by RSM Robson Rhodes LLP, on behalf of MMR, to acquire the entire issued
and to be issued share capital of Faupel not already owned by MMR.
2. Terms of the Offer
On behalf of MMR, RSM Robson Rhodes LLP will offer to acquire, on the terms and
subject to the conditions set out or referred to in this announcement and to be
set out or referred to in the Offer Document and in the Form of Acceptance, the
entire issued and to be issued ordinary share capital of Faupel, other than the
3,150,000 Faupel Shares already owned by MMR, on the following basis:
for each Faupel Share 25 pence in cash
The Offer will value the existing issued ordinary share capital of Faupel at
approximately #3.93 million.
The Offer represents a premium of approximately:
* 72.4 per cent. to yesterday's Closing Price of 14.5 pence per
Faupel Share
* 78.6 per cent. to the average Closing Price of 14 pence per
Faupel Share over the three month period ending yesterday, 20 October 2005
There is a limited Loan Note Alternative, details of which are set out below.
The Offer will extend to Faupel Shares unconditionally allotted or issued whilst
the Offer remains open for acceptance (or until such earlier date as MMR may,
subject to the Code, determine), including any Faupel Shares which are
unconditionally allotted or issued and fully paid pursuant to the exercise of
options granted under the Faupel Share Option Schemes.
The First Closing Date of the Offer will be 21 days after posting of the Offer
Document. It is a term of MMR's financing arrangements for the Offer that the
date for acceptance of the Offer must not be extended beyond a further 7 days
after that date without the prior written consent of Burdale Financial Limited
("Burdale").
The Faupel Shares will be acquired pursuant to the Offer by, or on behalf of,
MMR fully paid up with full title guarantee, free from all liens, equities,
mortgages, charges, encumbrances, rights of pre-emption and other third party
rights and interests of any nature whatsoever and together with all rights now
or hereafter attaching thereto, including all voting rights and the right to
receive and retain all dividends and other distributions announced, declared,
made or paid on or after the date of this announcement.
The Offer will be subject to the conditions and further terms set out in
Appendix I to this announcement and to those terms which will be set out in the
Offer Document and in the accompanying Form of Acceptance, and such further
terms as may be required to comply with the rules and regulations of the
Financial Services Authority and the Code.
David Newbigging, Stephen Redfarn, Peter Hawthorn Daniel Sweeney and Michael
Molloy are deemed to be the Independent Directors for the purposes of
considering and recommending the Offer. Laurence Mead is not independent due to
his involvement with MMR and Robin Hows is not considered to be independent as
his employment will continue with Faupel after the Offer has become or is
declared wholly unconditional.
3. Background to the Offer and reasons for recommendation
Over the last three years Faupel has undergone a period of restructuring in
order to stem losses by driving down stock levels and refocusing the business on
higher margin operations. The Independent Directors believe that significant
progress has been made, with the relocation of the warehousing and
administrative functions, the merger of the three home furnishing brands and the
sale or closure of three loss making businesses. However, further
rationalisation is still required. In the Company's audited financial
statements for the year ended 31 March 2005, Faupel remained loss-making at the
pre-tax level.
Whilst the changes made in recent years should yield positive results over the
longer term, the Independent Directors believe that Faupel Shareholders may have
to wait some time to benefit from these initiatives and to see a resumption of
dividends, particularly given the costs of maintaining a stock exchange listing.
Furthermore, the Company's market capitalisation remains very small, and the
Independent Directors believe that the lack of liquidity in shares of companies
of this size and the reluctance of certain institutional shareholders to invest
in them, mean that there is no guarantee that a return to profitability would
result in a significant re-rating of Faupel Shares. In addition, the Independent
Directors believe that it will continue to be very difficult for the Company to
increase its size materially through acquisition and in so doing address these
issues. This is due to the difficulty in securing financing for an acquisition
and the high associated costs.
The Independent Directors have carefully considered the prospects for Faupel as
a publicly quoted company and have concluded the terms of the Offer to be fair
and reasonable. The Offer affords Faupel's Shareholders the opportunity to
receive cash for their Faupel Shares at a significant premium to the level at
which the shares have traded recently. The Independent Directors recognise the
high costs of maintaining a listing relative to the size of Faupel and believe
that the price per Faupel Share under the Offer takes account of the significant
cost savings that could be made if the listing was relinquished.
4. The recommendation of the Independent Directors of Faupel
The Independent Directors, who have been so advised by Bridgewell, consider the
terms of the Offer to be fair and reasonable. In providing advice to the
Independent Directors, Bridgewell has taken into account the commercial
assessments of the Independent Directors.
Accordingly, the Independent Directors will unanimously recommend that Faupel
Shareholders accept the Offer, as they have irrevocably undertaken to do in
respect of their entire beneficial holdings amounting to, in aggregate,
7,982,548 Faupel Shares (which for this purpose includes shares held by related
trusts or family members in relation to which the Independent Directors have
irrevocably undertaken to procure acceptance of the Offer), which represent
approximately 50.81 per cent. of the existing issued share capital of Faupel.
5. Irrevocable undertakings to accept the Offer
As noted above, the Independent Directors have irrevocably undertaken to accept,
or to procure the acceptance of, the Offer in respect of a total of 7,982,548
Faupel Shares (which for this purpose includes shares held by related trusts and
family members), representing approximately 50.81 per cent. of the issued share
capital of Faupel. These irrevocable undertakings will continue to be binding in
the event of a higher offer being made for Faupel Shares by a competing party.
Robin Hows, a director of Faupel, has irrevocably undertaken to accept, or to
procure the acceptance of, the Offer in respect of 14,446 Faupel Shares (which
for this purpose includes shares held by related trusts and family members),
representing approximately 0.09 per cent. of the issued share capital of Faupel.
This irrevocable undertaking will continue to be binding in the event of a
higher offer being made for Faupel Shares by a competing party.
In addition, MMR has received an irrevocable undertaking from one other Faupel
Shareholder to accept the Offer in respect of a further 1,575,000 Faupel Shares,
representing approximately 10.03 per cent. of the issued share capital of
Faupel. This irrevocable undertaking will continue to be binding in the event of
a higher offer being made for Faupel Shares by a competing party.
Accordingly, and subject to the terms summarised above, MMR has received
irrevocable undertakings to accept, or procure the acceptance of, the Offer in
respect of a total of 9,571,994 Faupel Shares representing in aggregate
approximately 60.93 per cent. of the issued share capital of Faupel.
6. The Loan Note Alternative
Faupel Shareholders (other than certain overseas shareholders) who validly
accept the Offer may elect to receive Loan Notes instead of all or part of the
cash consideration to which they would otherwise be entitled on the following
basis:
for every #1 of cash consideration under the Offer
#1 nominal of Loan Notes
The Loan Note Alternative is conditional on the Offer becoming or being declared
unconditional in all respects.
Shareholders considering electing to accept the Loan Note Alternative should
consult their independent financial advisor before making any such election.
As detailed below some of the Faupel directors have elected to accept the Loan
Note Alternative up to the maximum nominal amount of Loan Notes available for
election by Faupel Shareholders which is #567,241. In the event of elections for
the Loan Note Alternative exceeding this maximum, the allocation of Loan Notes
to Stephen Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy will be
scaled down accordingly. The Loan Notes, which will be governed by English Law,
will be issued, credited as fully paid, in amounts and integral multiples of #1
nominal amounts. Fractional entitlements will be disregarded.
The Loan Notes will be unsecured obligations of MMR. However, shareholder loans
to MMR will be subordinated to the Loan Notes. RSM Robson Rhodes estimates
that, based on market conditions on 20 October 2005 (the last practicable date
prior to the date of this announcement), in its opinion, if the Loan Notes had
been in issue on that date, the value of each #1 nominal would not have exceeded
90 pence.
The Loan Notes will bear interest (subject to any requirement to deduct tax
therefrom) for the six month period beginning from the first date of issue at
LIBOR and thereafter at LIBOR plus 4 per cent. Interest on the Loan Notes will
be payable in arrears on redemption of the Loan Notes.
The Loan Notes will not be transferable and no application will be made for the
Loan Notes to be listed, traded or dealt in on any stock exchange.
The Loan Notes will be redeemable in cash at par (together with any accrued
interest subject to any requirement to deduct tax therefrom) at MMR's option in
part or in whole at any time after the expiry of six months following the first
date of issue. Any Loan Notes not previously redeemed will be repaid in cash at
par (together with any accrued interest subject to any requirement to deduct tax
therefrom) on the first anniversary of the first date of issue.
Further details of the Loan Notes are set out in Appendix II to this
announcement.
The Loan Note Alternative will remain open for acceptance until 1.00 pm on the
First Closing Date. However, the right is reserved to keep the Loan Note
Alternative open for acceptance after such date. The right is also reserved to
close the Loan Note Alternative without prior notice on any closing date on
which the Offer is neither unconditional as to acceptances nor capable of being
declared to be unconditional as to acceptances and to reintroduce the Loan Note
Alternative at any time.
Independent Directors' intentions with regard to the Loan Note Alternative
Stephen Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy have
irrevocably undertaken to accept or procure acceptance of the Loan Note
Alternative in respect of part of their respective holdings of ordinary shares
in Faupel (which for this purpose includes shares held by related trusts and
family members), as follows:
* Stephen Redfarn has elected to receive Loan Notes with a nominal value
of #335,819;
* Peter Hawthorn has elected to receive Loan Notes with a nominal value
of #71,888;
* Daniel Sweeney has elected to receive Loan Notes with a nominal value
of #78,003; and
* Michael Molloy has elected to receive Loan Notes with a nominal value
of #81,531.
David Newbigging has elected not to accept the Loan Note Alternative.
The total quantum of the above described elections for the Loan Note Alternative
is #567,241, which is the maximum nominal amount of Loan Notes available for
election by Faupel Shareholders. In the event of elections for the Loan Note
Alternative exceeding this maximum, the allocation of Loan Notes to Stephan
Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy will be scaled down
accordingly.
7. Information on Faupel
Faupel comprises three divisions. The largest division is Faupel Home
Furnishings which designs, sources and distributes quality home furnishings
products for the UK retail market. Products include bedding, towels, cushions,
curtains, table linen and Christmas decorations. The other two divisions are the
Garments division, which is involved in branded garments, and Faupel Safety and
Industrial Products which supplies personal protective equipment, hand tools for
the construction sector and in-cabin textile products for the airline industry.
In the year ended 31 March 2005, according to Faupel's audited financial
statements, Faupel recorded a loss on ordinary activities before taxation of
#52,000 (2004: loss #18,000) on turnover of #24,607,000 (2004: #24,892,000), and
at that date had net assets of #4,237,000 (2004: #4,289,000).
8. Information on MMR
MMR is a private limited company which was formed in 2001 and is registered in
the Territory of the British Virgin Islands. Laurence Mead owns 40% of the
issued share capital of MMR. The other two shareholders in MMR are Chih Chung
Chiang and George Chiang, business associates of Laurence Mead who own and
operate the Oriental Max Group which is a large shoe manufacturing business in
southern China. In November 2001, shortly before Laurence Mead became Chief
Executive of Faupel, MMR subscribed for 3,000,000 ordinary shares in Faupel. On
2 October 2003, MMR purchased a further 150,000 Faupel Shares and it now holds
3,150,000 Faupel Shares representing 20.1% of Faupel's issued share capital. MMR
has to date existed solely to hold the shares in Faupel and it has never traded.
9. Financing of the Offer
The financing of the Offer is being made available to MMR from financing
arranged with Burdale. Burdale is an asset based lender, which, specialises in
providing and structuring debt secured against all assets of a business,
including for example, stocks, debtors, land and buildings and plant. Burdale
can provide facilities between #5 and #200 million. Established in the UK in
1992, Burdale became a member of the Bank of Ireland Group in January 2005. All
debt funding is provided by the Bank of Ireland.
The Bank of Ireland Group has Euro126 billion of assets.
Full acceptance of the Offer, having regard to the undertakings from Stephen
Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy to take up the Loan
Note Alternative up to the maximum of #567,241 in nominal value of Loan Notes,
would result in a cash payment of approximately #2.57 million being payable by
MMR to Faupel Shareholders who validly accept the Offer.
RSM Robson Rhodes is satisfied that sufficient resources are available for MMR
to satisfy the consideration payable as a result of full acceptance of the
Offer.
10. Directors, Management and Employees
The Board of MMR has given assurances to the Independent Directors that it will,
following the Offer becoming or being declared unconditional in all respects,
safeguard the existing employment rights of all of the employees of the Faupel
Group.
All of the directors of Faupel, with the exception of Laurence Mead, have agreed
to resign from the board of Faupel upon the Offer becoming or being declared
unconditional in all respects. No payment other than for accrued directors' fees
and expenses will become payable as a result of their resignation.
The existing service contract Laurence Mead, Chief Executive, will continue
unchanged if the Offer becomes or is declared wholly unconditional. If the
Offer is declared wholly unconditional, Robin Hows will remain as an employee of
Faupel on the terms of his current contract save that he will resign as a
director of Faupel.
11. Faupel Share Option Schemes
Appropriate proposals will be made to participants in the Faupel Share Option
Schemes as soon as practicable after the Offer is declared wholly unconditional.
12. Inducement fee
Faupel has entered into an agreement with MMR, pursuant to which Faupel agreed
to pay to MMR an inducement fee of #42,000 (inclusive of irrecoverable VAT) in
the event that:
* any Independent Director of Faupel withdraws or modifies, in a
manner adverse to MMR, his recommendation to Faupel Shareholders in respect of
the Offer; or
* a competing offer is announced by a third party which becomes or
is declared wholly unconditional.
As part of this arrangement MMR has undertaken to Faupel to pay to Faupel a
withdrawal fee of #42,000 (inclusive of irrecoverable VAT) in the event that it
withdraws or lapses the Offer for any reason other than a failure to satisfy the
acceptance condition of the Offer.
13. De-listing, compulsory acquisition and re-registration
Following the Offer becoming or being declared unconditional in all respects and
subject to the requirements of the London Stock Exchange, MMR intends to procure
that Faupel applies for cancellation of the admission to trading of Faupel
Shares on AIM. Such cancellation will take effect no earlier than 20 business
days after the Offer becomes or is declared unconditional in all respects.
De-listing would significantly reduce the liquidity and marketability of Faupel
Shares.
If MMR receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Faupel Shares to which the Offer relates,
and assuming that all of the other conditions of the Offer have been satisfied
or waived (if capable of being waived), MMR intends to exercise its rights
pursuant to the provisions of Sections 428 to 430F (inclusive) of the Companies
Act to acquire compulsorily the remaining Faupel Shares on the same terms as the
Offer.
It is proposed that in due course MMR will seek to procure the re-registration
of Faupel as a private company under the relevant provisions of the Companies
Act.
14. Interests in Faupel
As at the date of this announcement, MMR owns 3,150,000 Faupel Shares,
representing approximately 20.1 per cent of Faupel's existing issued ordinary
share capital.
Set out below are the interests in the share capital of Faupel of persons deemed
to be acting in concert with MMR for the purposes of the Offer (as at the latest
practicable date before this announcement):
Number of Faupel Shares Number of Faupel Share Options
Laurence Mead 1,260,000 437,500
Laurence Mead is the beneficial owner of 40 per cent. of MMR, which owns
3,150,000 Faupel Shares.
Laurence Mead has 437,500 Faupel Share Options, exercisable at 20 pence per
share. He has undertaken not to exercise these Options in the event the Offer
becomes or is declared unconditional in all respects.
Save for the irrevocable undertakings referred to in paragraph REF
_Ref116273469 /r /h 5 above and the interests disclosed above, neither MMR nor
any person deemed to be acting in concert with MMR for the purposes of the Offer
owns or controls any Faupel Shares or any securities convertible or exchangeable
into Faupel Shares or any rights to subscribe for, or options (including traded
options) in respect of, or derivatives referenced to, any such Faupel Shares
('relevant Faupel securities') nor does any such person have any arrangement in
relation to relevant Faupel securities. For these purposes, 'arrangement'
includes an indemnity or option arrangement, or agreement or understanding,
formal or informal, of whatever nature, relating to Faupel Group Shares which
may be an inducement to deal or refrain from dealing in such shares.
15. Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Faupel, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Faupel is required to disclose, by not later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction, dealings
in such securities of Faupel (or in any option in respect of, or derivative
referenced to, any such securities) during the period to the date on which the
Offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Faupel by MMR or Faupel, or by any of their respective
'associates' (within the meaning of the City Code), must also be disclosed.
If any Faupel Shareholder is in any doubt as to the application of Rule 8, he or
she should contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000 and can consult the Panel's website at:
www.thetakeoverpanel.org.uk
or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
16. General
The directors of MMR, being Laurence Mead, Chih Chung Chiang and George Chiang,
accept responsibility for the information contained in this announcement, other
than that relating to Faupel, the Faupel Group, the directors of Faupel and that
relating to the recommendation of the Offer, including the views, opinions and
recommendations from the Independent Directors. To the best of the knowledge and
belief of the directors of MMR (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Faupel, being David Newbigging, Stephen Redfarn, Peter
Hawthorn, Robin Hows, Daniel Sweeney, Michael Molloy and Laurence Mead, accept
responsibility for the information contained in this announcement relating to
Faupel, the Faupel Group and the directors of Faupel, other than that relating
to the recommendation of the Offer, including the views, opinions and
recommendations from the Independent Directors. To the best of the knowledge and
belief of the directors of Faupel (who have taken all reasonable care to ensure
that such is the case), such information is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The Independent Directors in the context of this Offer, being David Newbigging,
Stephen Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy, accept
responsibility for the information contained in this announcement relating to
the recommendation of the Offer, including their views, opinions and
recommendations. To the best of the knowledge and belief of the Independent
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Offer will be made on the terms and subject to the conditions set out herein
and in Appendix I, and to be set out in the Offer Document and the accompanying
Form of Acceptance. These will be despatched to Faupel Shareholders and, for
information only, to participants in the Faupel Share Option Schemes, in due
course. The Offer, Loan Note Alternative and acceptances thereof will be
governed by English law. The Offer including the Loan Note Alternative will be
subject to the applicable requirements of the Code and the Panel.
The availability of the Offer including the Loan Note Alternative to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves of, and observe, any
applicable requirements.
This announcement does not constitute an offer or an invitation to purchase any
securities.
In accordance with Rule 2.10 of the City Code, the current number of Faupel
Shares in issue is 15,709,447 (ISIN number GB0003317335).
Enquiries
Laurence Mead .................... 07810 658748
(MMR)
RSM Robson Rhodes LLP .................... 020 7865 2341
(Financial Adviser to MMR)
Martin Gibbs
Samantha Harrison
Faupel Plc .................... 020 7506 1000
David Newbigging (Chairman) .................... 020 7550 3663
Bridgewell Securities Limited .................... 020 7003 3000
(Financial Adviser to Faupel)
Nick Lovering
RSM Robson Rhodes LLP, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for MMR Limited and for no one else in
connection with the Offer and will not be responsible to anyone other than MMR
Limited for providing the protections afforded to customers of RSM Robson Rhodes
LLP or for giving advice in relation to the Offer.
Bridgewell, which is regulated in the UK by the Financial Services Authority, is
acting exclusively for Faupel Plc and for no one else in connection with the
Offer and will not be responsible to anyone other than Faupel Plc for providing
the protections afforded to customers of Bridgewell or for giving advice in
relation to the Offer.
This announcement and the Offer including the Loan Note Alternative referred to
in this announcement are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any facilities of, a
national, state or other securities exchange of, the USA, Canada, Australia,
South Africa, the Republic of Ireland or Japan or any other jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction,
and the Offer including the Loan Note Alternative cannot be accepted by any such
use, means or instrumentality or otherwise from or within the USA, Canada,
Australia, South Africa, the Republic of Ireland or Japan or any other such
jurisdiction. Accordingly, this announcement, the Offer Document and the Form of
Acceptance or any accompanying document are not being, and must not be, directly
or indirectly, mailed or otherwise distributed or sent in or into or from the
USA, Canada, Australia, South Africa, the Republic of Ireland or Japan or any
other such jurisdiction.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) or
under any of the securities laws of any State or other jurisdiction of the
United States and no prospectus in relation to the Loan Notes has been or will
be filed or registration made under any securities laws of Canada in connection
with the issue of Loan Notes in any jurisdiction of Canada, nor has a prospectus
in relation to the Loan Notes been lodged with or registered by the Australian
Securities and Investment Commission, nor have any steps been taken, nor will
any steps be taken, to enable the Loan Notes to be offered in compliance with
the applicable securities laws of South Africa, the Republic of Ireland or Japan
or any jurisdiction outside the United Kingdom. Accordingly, unless an
exemption under relevant securities laws is applicable, the Loan Notes may not
be offered, sold, delivered or transferred, directly or indirectly in or into
the United States, Canada, Australia, South Africa, the Republic of Ireland or
Japan or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction or to or for the benefit of any US persons
(as defined in Regulation S under the United States Securities Act of 1933 (as
amended)) or residents of Canada, Australia, South Africa, the Republic of
Ireland or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction.
APPENDIX I
Conditions and certain further terms of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 1.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as MMR may, subject to the City Code, decide) in
respect of not less than 90 per cent. (or such lower percentage as MMR may
decide with the consent of Burdale) in nominal value of the Faupel Shares to
which the Offer relates, provided that this condition will not be satisfied
unless MMR and/or any of its wholly-owned subsidiaries shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) Faupel Shares
carrying in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Faupel, including for this purpose (to the
extent, if any, required by the Panel) any such voting rights attaching to any
Faupel Shares that are unconditionally allotted or 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. For
the purpose of this condition:
(i) the expression 'Faupel Shares to which the Offer relates'
shall be construed in accordance with sections 428 to 430F of the Act; and
(ii) Faupel Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry upon
issue;
(b) no Third Party having intervened and there not continuing to be
outstanding any statute, regulation, decision or order of any Third Party, in
each case which would or might reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition by MMR or any other member of the Wider MMR Group of any
shares or other securities in, or control of, Faupel void, illegal and/or
unenforceable in or under the laws of any relevant jurisdiction, or otherwise
directly or indirectly restrain, prevent, prohibit, restrict or delay the Offer
or such acquisition or impose additional material adverse conditions or
obligations with respect to the Offer or such acquisition, or otherwise
materially impede, challenge or interfere with the Offer or such acquisition, or
require any material amendment to the terms of the Offer or the proposed
acquisition of any Faupel Shares or the acquisition of control of Faupel by MMR;
(ii) require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by any member of the Wider MMR Group or by
any member of the Wider Faupel Group of all or any portion of their respective
businesses, assets (including shares or other securities (or the equivalent)) or
properties or impose any limitation on the ability of any of them to conduct any
of their respective businesses or to own any of their respective assets
(including shares or other securities (or the equivalent)) or properties in each
case to an extent which is material in the context of the Wider MMR Group taken
as a whole or, as the case may be, the Wider Faupel Group taken as a whole;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider MMR Group or any member of the Wider Faupel
Group to acquire or to hold or to exercise effectively, in each case directly or
indirectly, all or any rights of ownership or other rights in respect of shares
or other securities (or the equivalent) in, or to exercise management control
over, any member of the Wider Faupel Group in each case to an extent which is
material in the context of the Wider MMR Group taken as a whole, or as the case
may be, the Wider Faupel Group taken as a whole;
(iv) except pursuant to Part XIIIA of the Act, require any member
of the Wider MMR Group or the Wider Faupel Group to acquire, or to offer to
acquire or repay any shares or other securities (or the equivalent) of any
member of the Wider Faupel Group owned by any third party where such acquisition
would be material in the context of the Wider MMR Group taken as a whole, or, as
the case may be, the Wider Faupel Group taken as a whole;
(v) impose any limitation on the ability of any member of the
Wider MMR Group or any member of the Wider Faupel Group to integrate its
business, or any part of it, with any business of the Wider Faupel Group or the
Wider MMR Group, respectively to an extent which is materially adverse to the
Wider MMR Group taken as a whole or, as the case may be, the Wider Faupel Group
taken as a whole;
(vi) result in any member of the Wider Faupel Group ceasing to be
able to carry on business under any name under which it presently does so to an
extent which is material in the context of the Wider Faupel Group taken as a
whole; or
(vii) otherwise adversely affect any or all of the businesses,
assets, profits or prospects of any member of the Wider Faupel Group or any
member of the Wider MMR Group to an extent which is material in the context of
the Wider Faupel Group taken as a whole or, as the case may be, the Wider MMR
Group taken as a whole,
and all applicable waiting and other time periods during which any Third Party
could intervene in such a way under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(c) all necessary notifications and filings having been made, all applicable
waiting and other time periods (including extensions thereof) under any
applicable legislation or regulation of any relevant jurisdiction having
expired, lapsed or terminated and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or its implementation or the acquisition or proposed acquisition of
any shares or other securities (or the equivalent) in, or control of, Faupel or
any other member of the Wider Faupel Group by any member of the Wider MMR Group
and all Authorisations reasonably considered necessary or appropriate by MMR in
any relevant jurisdiction for or in respect of the Offer or the acquisition or
proposed acquisition of any shares or other securities (or the equivalent) in,
or control of, Faupel or any other member of the Wider Faupel Group by any
member of the Wider MMR Group having been obtained, in terms and in a form
reasonably satisfactory to MMR, from all appropriate Third Parties or from any
persons or bodies with whom any member of the Wider Faupel Group has entered
into contractual arrangements (which are material in the context of the Offer)
and all such Authorisations, the absence of which would have a material adverse
effect on the Wider Faupel Group taken as a whole, remaining in full force and
effect and there being no notice or intimation of any intention to revoke or not
to renew any of the same and all necessary and material statutory or regulatory
obligations in any jurisdiction having been complied with;
(d) except as disclosed to MMR or its advisers by or on behalf of Faupel
prior to 21 October 2005 or as otherwise publicly announced by Faupel (by the
delivery of an announcement to a Regulatory Information Service) prior to 21
October 2005, there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the Wider Faupel
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, which, in each case as a consequence
of the Offer or the acquisition or proposed acquisition of any shares in Faupel,
or change in the control or management of Faupel or any other member of the
Wider Faupel Group or any matters arising therefrom or otherwise, would or might
reasonably be expected to result in (in each case to an extent which is or would
be material in the context of the Wider Faupel Group taken as a whole):
(i) any monies borrowed by or any other indebtedness or
liabilities, actual or contingent, of, or grant available to, any member of the
Wider Faupel Group being or becoming repayable or capable of being declared
repayable immediately or prior to its stated repayment date, or the ability of
any member of the Wider Faupel Group to borrow monies or incur any indebtedness
being withdrawn or inhibited or becoming capable of being withdrawn or
inhibited;
(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 Wider Faupel Group or any such
mortgage, charge or other security interest (whenever arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise
or instrument, being terminated or adversely modified or any onerous obligation
arising or any adverse action being taken or any obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider Faupel
Group 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
otherwise than in the ordinary course of business;
(v) any member of the Wider Faupel Group ceasing to be able to
carry on business under any name under which it presently does so;
(vi) any adverse change in or adverse effect on the ownership or
use of any intellectual property rights by any member of the Wider Faupel Group;
(vii) the creation of any liabilities, actual or contingent, of
any member of the Wider Faupel Group other than in the ordinary course of
business;
(viii) the rights, liabilities or obligations of any member of the
Wider Faupel Group 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 adversely affected; or
(ix) the financial or trading position or prospects or value of
any member of the Wider Faupel Group being prejudiced or adversely affected,
and no event or circumstance having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise or other instrument to which
any member of the Wider Faupel 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,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in subparagraphs (i) to (ix) of this paragraph
(d) in any case to an extent which is or would be material and adverse in the
context of the Wider Faupel Group taken as a whole;
(e) since 31 March 2005, except as disclosed in Faupel's annual report and
accounts for the year ended 31 March 2005 or as otherwise publicly announced by
Faupel (by the delivery of an announcement to a Regulatory Information Service)
prior to 21 October 2005 or as disclosed to MMR or its advisers by or on behalf
of Faupel prior to 21 October 2005, no member of the Wider Faupel Group having:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities (save as between Faupel and wholly-owned subsidiaries of
Faupel), except for any shares issued upon the exercise of any options granted
under any of the Faupel Share Option Schemes;
(ii) recommended, declared, paid or made, or proposed the
recommendation, declaration or payment or making of, any bonus, dividend or
other distribution whether in cash or otherwise (save to Faupel or a
wholly-owned subsidiary of Faupel);
(iii) made or authorised any change in its loan capital (save as
between Faupel and its wholly-owned subsidiaries);
(iv) save as between Faupel and a wholly-owned subsidiary of
Faupel, merged with or demerged or acquired any body corporate, partnership or
business 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 (including shares in any undertaking and trade investments) or any
right, title or interest in any assets or authorised the same (which in each
case would be material in the context of the Wider Faupel Group taken as a
whole);
(v) issued or authorised the issue of, or made any change in or
to, any debentures or (save in the ordinary course of business) incurred or
increased any indebtedness or liability (actual or contingent) which is, in the
case of such indebtedness or liability, material in the context of the Wider
Faupel Group taken as a whole;
(vi) purchased, 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
save as set out in sub-paragraph (i) of this condition;
(vii) entered into or varied or authorised the entry into or
variation of any contract, transaction, agreement, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which:
(a) is of a long-term, onerous or unusual nature or magnitude, or which does
involve an obligation of such nature or magnitude;
(b) is restrictive of the business of any member of the Wider Faupel Group;
or
(c) is other than in the ordinary course of business
and which in each case is or would be material in the context of the Wider
Faupel Group taken as a whole;
(viii) entered into, implemented, effected or authorised any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or any other member of the Wider Faupel Group
(which in any case is other than in the ordinary course of business and is or
would be material in the context of the Wider Faupel Group taken as a whole);
(ix) save as between Faupel and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the leasehold or
freehold property owned or occupied by it or transferred or otherwise disposed
of (or agreed to make any such grant, transfer or other disposal of) any such
property which is material in the context of the Wider Faupel Group taken as a
whole;
(x) entered into or varied or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract or arrangement
with any of the directors or senior executives of any member of the Wider Faupel
Group;
(xi) taken any corporate action or 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 material part of its assets and revenues or for
any analogous proceedings or steps in any jurisdiction or for the appointment of
any analogous person in any jurisdiction over all or any material part of its
assets and revenues in each case which is material in the context of the Wider
Faupel Group taken as a whole;
(xii) 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 in any case with a material adverse effect
on the Wider Faupel Group taken as a whole;
(xiii) waived or compromised any claim other than in the ordinary
course of business and which is material in the context of the Wider Faupel
Group taken as a whole;
(xiv) made any alteration to its memorandum or articles of
association or equivalent constitutional documents which is material in the
context of the Offer; or
(xv) agreed to or entered into or made any agreement, commitment or
arrangement or passed any resolution or made any offer (which remains open for
acceptance) or announced any intention with respect to any of the transactions,
matters or events referred to in this paragraph (e);
(f) since 31 March 2005, except as disclosed in Faupel's annual report and
accounts for the year ended 31 March 2005 or as otherwise publicly announced by
Faupel (by the delivery of an announcement to a Regulatory Information Service)
prior to 21 October 2005 or as otherwise disclosed to MMR or its advisers by or
on behalf of Faupel prior to 21 October 2005:
(i) there having been no material adverse change or
deterioration, and no other circumstances having arisen which would or might
reasonably result in any material adverse change or deterioration, in the
business, assets, financial or trading position, profits or prospects of any
member of the Wider Faupel Group, in any case which is material in the context
of the Wider Faupel Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Faupel Group is a party
(whether as claimant or defendant or otherwise) having been instituted,
announced, implemented or threatened, or remaining outstanding against or in
respect of any member of the Wider Faupel Group, in each case which would
reasonably be expected materially and adversely to affect any member of the
Wider Faupel Group to an extent which is material in the context of the Wider
Faupel Group taken as a whole;
(iii) other than as a result of the Offer, 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 Wider Faupel Group, in
each case which is material in the context of the Wider Faupel Group taken as a
whole;
(iv) no contingent or other liability having arisen or become
apparent or increased which would or might reasonably be expected to be material
in the context of the Wider Faupel Group taken as a whole;
(g) save as disclosed to MMR or its advisers prior to 21 October 2005 by or
on behalf of Faupel, MMR not having discovered:
(i) that any financial or business or other information
concerning the Wider Faupel Group publicly disclosed at any time by or on behalf
of any member of the Wider Faupel Group which is material in the context of the
acquisition of Faupel by MMR (other than to the extent corrected by way of
public announcement), otherwise is misleading or contains a misrepresentation of
fact or omits to state a fact necessary to make any information contained
therein not misleading, which in each case is material and adverse to the
financial or trading position of the Wider Faupel Group taken as a whole;
(ii) that any member of the Wider Faupel Group is subject to any
liability (contingent or otherwise) which is not disclosed in Faupel's annual
report and accounts for the year ended 31 March 2005 or which has not otherwise
been disclosed by or on behalf of Faupel to MMR or its advisers prior to 21
October 2005 and which is material in the context of the Wider Faupel Group
taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider MMR Group would
reasonably be expected materially and adversely to affect any member of the
Wider Faupel Group to an extent which is material in the context of the Wider
MMR Group taken as a whole; and
(h) save as disclosed to MMR or its advisers prior to 21 October 2005, MMR
not having discovered that:
(i) any past or present member of the Faupel Group, in a
manner or to an extent which is material in the context of the Offer, has not
complied with all or any applicable legislation, or regulations with regard to
environmental matters or the health and safety of any persons, or that there has
otherwise been any such use, treatment, handling, storage, transport,
production, supply, disposal, discharge, spillage, leak or emission (whether or
not the same constituted a non-compliance by any person with any such
legislation, or regulation and wherever the same may have taken place) which, in
any such case, would be reasonably likely to give rise to any liability (whether
actual or contingent) or cost on the part of any past or present member of the
Wider Faupel Group which would be material in the context of the Wider Faupel
Group taken as a whole;
(ii) there is, or might reasonably be expected to be, any
liability (actual or contingent) to make good, repair, reinstate or clean up any
property or land now or previously owned, occupied or made use of by any past or
present member of the Wider Faupel Group or any other property or land or any
controlled waters under any environmental legislation, regulation, notice,
circular, order or other lawful requirement of any relevant authority (whether
by formal notice or order or not) or Third Party or otherwise in a manner which
or to an extent which is material in the context of the Offer which, in any such
case, would be material in the context of the Wider Faupel Group taken as a
whole; or
(iii) circumstances exist whereby a person or class of person,
would be reasonably likely to have or does have any claim or claims in respect
of any product or service now or previously sold or carried out by or on behalf
of any past or present member of the Wider Faupel Group which in any such case
would be material in the context of the Wider Faupel Group taken as a whole and
in the context of the Offer.
For the purpose of these conditions:
a) 'Third Party' means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authorities), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
b) a Third Party shall be regarded as having 'intervened' if it has
threatened or decided to take, institute or implement any action, proceedings,
suit, investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order and 'intervene' shall be construed
accordingly;
c) 'Authorisations' means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
permissions or approvals; and
d) a matter shall be regarded as having been 'disclosed' if it is within
the actual knowledge of Laurence Mead.
Subject to the requirements of the Panel, MMR reserves the right to waive all or
any of the above conditions, in whole or in part, except condition (a) although
as part of the financing arrangements with Burdale, MMR has agreed that none of
the conditions of the Offer will be waived without the prior written consent of
Burdale.
Conditions (b) to (h) (inclusive) must be fulfilled, be determined by MMR to be,
or remain, satisfied, or (if capable of waiver) be waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) becomes fulfilled (or in each case such later date as MMR
may, with the consent of the Panel, decide), failing which the Offer will lapse.
MMR shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as fulfilled any of conditions (b) to (h)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been waived, determined to be satisfied or to remain
satisfied or fulfilled and that there are at such earlier date no circumstances
indicating that such condition may not be capable of fulfilment.
If MMR is required by the Panel to make an offer for Faupel Shares under the
provisions of Rule 9 of the City Code, MMR may make such alterations to the
conditions of the Offer, including condition (a), as are necessary to comply
with the provisions of that Rule.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and Faupel's Shareholders accepting the Offer and MMR shall upon the Offer
lapsing cease to be bound by Forms of Acceptance delivered on or before the date
on which the Offer lapses.
The Offer including the Loan Note Alternative will be governed by English law
and subject to the jurisdiction of the English courts.
APPENDIX II
Particulars of Loan Notes
The Loan Notes will be created by a resolution of the board of directors of MMR
or a duly authorised committee thereof and will be constituted by the Loan Note
Instrument to be executed as a deed by MMR. The Loan Note Instrument will
contain provisions, inter alia, to the effect set out below.
Form and Status
1. The Loan Notes will be issued by MMR in amounts and integral multiples
of #1 nominal amount and will constitute unsecured obligations of MMR, which
will rank at least pari passu with all the present and future unsecured
obligations of MMR, save for such obligations as may be preferred by provisions
of law that are both mandatory and of general application and save for
shareholder loans to MMR which will be subordinated to the Loan Notes pursuant
to a deed of subordination to be entered into between the shareholders of MMR
and MMR on or about the same date as the Loan Note Instrument. The Loan Note
Instrument will not contain any restrictions on creating and issuing further
loan notes or other debentures or incurring any other indebtedness ranking pari
passu with or in priority to the Loan Notes.
2. The maximum nominal amount of Loan Notes to be created by MMR under the
Loan Note Instrument is #567,241.
Interest
3. Interest on the Loan Notes will be payable (subject to any requirements
to deduct tax therefrom) on the date of redemption (the 'Redemption Date').
Interest will be payable for the period from and including the date of issue of
such Loan Notes to and including the business day immediately preceding the
Redemption Date of such Loan Notes. Each payment of interest shall be calculated
on the basis of the actual number of days elapsed in the relevant period and
interest shall be deemed to accrue on the Loan Notes from day to day.
4. The rate of interest on the Loan Notes for the sixth month period
beginning from the first date on which the Loan Notes are first issued under the
Loan Note Instrument shall be LIBOR as at the business day immediately preceding
the first date on which the Loan Notes are first issued (the 'Initial Rate') and
thereafter at the Initial Rate plus 4 per cent. per annum.
Repayment and Redemption
5. The Redemption Date shall be the first anniversary of the first date of
issue of Loan Notes under the Loan Note Instrument. Where the Redemption Date is
not a business day, redemption shall take place on the next following business
day.
6. MMR shall be entitled to redeem all or any part (being #100 or any
integral multiple of #100 and on a pro rata basis among the noteholders) of the
outstanding Loan Notes at par together with accrued interest for such Loan Notes
on giving not less than 30 days' notice in writing to the noteholders expiring
on or after the date falling six months from the date on which Loan Notes are
first issued under the Loan Note Instrument.
7. MMR may from time to time purchase any Loan Notes at any price by tender
(available to all noteholders alike), private treaty or otherwise. Any Loan
Notes purchased in accordance with these provisions or repaid or redeemed shall
immediately be cancelled and MMR shall not be at liberty to reissue the same.
8. Any Loan Notes not previously repaid, redeemed or purchased will be
repaid in full in cash at par together with accrued interest (subject in each
case to any requirement to deduct tax therefrom) on the first anniversary of the
first date of the issue of Loan Notes.
9. Any Loan Notes not previously repaid, redeemed or repaid will be
cancelled and shall not be available for future re-issue.
Registration, Transfer and Marketability
10. Each noteholder or the joint holders of any of the Loan Notes shall be
entitled free of charge to a certificate for the Loan Note or Loan Notes
registered in his name. Where some only of the Loan Notes comprised in a
certificate are redeemed, the old certificate shall be cancelled and a new
certificate for the balance of the Loan Notes not repayable on that occasion
shall be issued to the noteholder concerned in lieu without charge.
11. The Loan Notes will not be transferable and no application has been or
is intended to be made to any stock exchange for the Loan Notes to be listed,
traded or dealt in.
Governing Law and Jurisdiction
12. The Loan Note Instrument and the Loan Notes shall be governed by and
construed in all respects in accordance with English law. The Courts of England
and Wales shall have exclusive jurisdiction in relation to any claim, dispute or
difference concerning the Loan Note Instrument and the Loan Notes and any matter
arising therefrom.
APPENDIX III
Definitions
In this announcement, unless the context otherwise requires the following
expressions have the following meaning:
"Acceptance Condition" means the acceptance
condition contained in paragraph (a) of Appendix I to this announcement.
"Act" or the "Companies Act" the Companies Act 1985, as
amended
"AIM" AIM, a market
operated by the London Stock Exchange
"AIM Rules" the rules relating
to AIM published by the London Stock Exchange
"Australia" the commonwealth
of Australia, its states, territories and possessions
"Bridgewell" Bridgewell
Securities Limited
"Burdale" Burdale Financial
Limited, a member of Bank of Ireland Group
"business day" a day on which banks
are normally open for business in London
"Canada" Canada, its
possessions and territories and all areas subject to its jurisdiction and any
political sub-divisions thereof
"Closing Price" the closing, middle
market quotation of a Faupel Share derived from the Daily Official List
"Code" or "City Code" The City Code on
Takeovers and Mergers
"First Closing Date" the first closing date
of the Offer
"Faupel" or "the Company" Faupel Plc, a public
limited company incorporated in England and Wales under number 1367775
"Faupel Group" Faupel and its
subsidiary undertakings
"Faupel Share Option Schemes" the Faupel Trading Group Plc
unapproved share option scheme and the Faupel Trading Group Plc Inland Revenue
approved share option scheme
"Faupel Shareholders" holders of Faupel Shares
"Faupel Shares" the existing issued or
unconditionally allotted and fully paid ordinary shares of 5 pence each in
Faupel and any further such shares which are unconditionally allotted or issued
and fully paid up or credited as fully paid up (including pursuant to the Faupel
Share Option Schemes) on or before the time at which the Offer ceases to be open
for acceptance (or such earlier time, as MMR may, with the Panel's consent or in
accordance with the Code, decide)
"Form of Acceptance" or "Form" the form of acceptance and
authority relating to the Offer
"FSMA" the Financial
Services and Markets Act 2000
"Independent Directors" the Faupel directors who
are independent in relation to the Offer, being David Newbigging, Stephen
Redfarn, Peter Hawthorn, Daniel Sweeney and Michael Molloy
"Japan" Japan, its
cities, prefectures, territories and possessions
"LIBOR" in respect of any
day, the arithmetic mean (rounded down to one decimal place) of the offered
quotations in # for a period of six months which appears on the relevant page of
the Reuter Monitor Money Rates service as at 11:00 a.m. London time on the
preceding business day or, if no such display rate is then available for # (as
the case may be), such rate as certified by Barclays Bank PLC to MMR
"Loan Note Alternative" the right of eligible
Faupel Shareholders (other than certain overseas shareholders) who validly
accept the Offer to receive Loan Notes instead of all or part of the cash to
which they would otherwise be entitled under the Offer
"Loan Note Instrument" the loan note instrument
constituting the Loan Notes to be executed by MMR
"Loan Notes" the unsecured loan
notes to be issued by MMR pursuant to the Loan Note Alternative, having the
rights and being subject to the restrictions set out in the Loan Note Instrument
"London Stock Exchange" London Stock Exchange plc
"MMR" Max Money Resources
Limited, a private company registered in the British Virgin Islands under number
458725
"Offer Document" the formal offer
document, to be sent to Faupel Shareholders (and, for information only, to
holders of options granted under the Faupel Share Option Schemes), which will
contain the Offer
"Offer" the recommended
offer of 25 pence in cash per Faupel Share to be made by RSM Robson Rhodes LLP
on behalf of MMR to acquire the Faupel Shares on the terms and subject to the
conditions to be set out in the Offer Document and the Form of Acceptance and,
where the context admits, any revision, variation, extension or renewal thereof
"p" or "pence" UK pence
"Panel" The Panel on
Takeovers and Mergers
"RSM Robson Rhodes" RSM Robson Rhodes LLP
"South Africa" South Africa, its
possessions and territories and all areas subject to its jurisdiction and any
political sub-divisions thereof
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"US" or "USA" or "United States" the United States of America,
its territories and possessions, any state of the United States, and the
District of Columbia
"Wider Faupel Group" Faupel, its subsidiaries,
subsidiary undertakings and associated undertakings and any other body
corporate, partnership, joint venture or person in which Faupel and such
undertakings (aggregating their interests) have a direct or indirect interest of
20 per cent. or more of the voting or equity capital or equivalent
"Wider MMR Group" MMR and its associated
undertakings and any other body corporate, partnership, joint venture or person
in which MMR and such undertakings (aggregating their interests) have a direct
or indirect interest of 20 per cent. or more of the voting or equity capital or
equivalent (but excluding the Faupel Group)
"#" pound sterling,
the lawful currency of the United Kingdom
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the respective meanings given
thereto by the Act.
All the times referred to in this announcement are London times.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBPUGUCUUPAGMG
Ulster Bk.11.75 (LSE:FAP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Ulster Bk.11.75 (LSE:FAP)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
