RNS Number : 6698Z
SSP Holdings PLC
23 July 2008
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Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
For immediate release
23 July 2008
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION
of
SSP hOLDINGS PLC
by
H&F SENSOR BIDCO LIMITED
a company formed and ultimately owned by funds managed or advised by Hellman & Friedman LLC
Summary
* The board of directors of H&F Bidco, a company formed at the direction of funds managed and advised by H&F, and the Independent
Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by H&F Bidco of
SSP. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
* Under the terms of the Proposals, Scheme Shareholders will receive 190 pence in cash for each Scheme Share held, valuing the
entire issued and to be issued share capital of SSP at approximately �161.6 million.
* The price of 190 pence in cash for each Scheme Share represents:
* * a premium of approximately 47.3 per cent. to the price of 129 pence per SSP Share (being the average Closing Price for the
six-month period ending on 17 June 2008, the day before the announcement by SSP that it was in discussions regarding a possible offer);
* a premium of approximately 19.1 per cent. to the price of 160 pence per SSP Share (being the Closing Price on 17 June 2008, the
day before the announcement by SSP that it was in discussions regarding a possible offer, and the highest price at which SSP Shares have
traded since being admitted to AIM in October 2006);
* a premium of approximately 11.8 per cent. to the price of 170 pence per SSP Share (being the Closing Price on 22 July 2008, the
last business day prior to the date of this announcement); and
* an Enterprise Value multiple of 14.1 times SSP's Operating Profit (pre-exceptional items) for the year ended 31 March 2008.
* H&F Bidco is a newly incorporated company, formed for the purpose of implementing the Acquisition. H&F Bidco is ultimately owned
by funds managed and advised by H&F, and will be funded by equity provided by such funds and by debt provided by Barclays Bank plc, HSBC
Bank plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc. The Management Team will also invest in H&F Bidco, by participating in the
equity of H&F Equityco, as described further below.
* The Acquisition is being unanimously recommended by the Independent Directors, who consider the terms of the Acquisition to be
fair and reasonable, having been so advised by KBC Peel Hunt. In providing its advice, KBC Peel Hunt has taken into account the commercial
assessments of the Independent Directors.
* Accordingly, the Independent Directors have irrevocably undertaken to vote in favour of the Proposals in respect of their own
beneficial holdings of SSP Shares, representing, in aggregate, 3,632,080 SSP Shares (or approximately 4.4 per cent. of the existing issued
share capital of SSP).
* H&F Bidco has received irrevocable undertakings to vote in favour of the resolutions to be proposed at the General Meeting (save
for the resolution to be proposed in relation to the approval of the Management Arrangements) from members of the Management Team in respect
of, in aggregate, 11,043,934 SSP Shares, representing approximately 13.4 per cent. of the existing issued share capital of SSP.
* H&F Bidco has also received irrevocable undertakings to vote in favour of the Proposals from AXA Framlington and BlackRock in
respect of, in aggregate, 14,244,192 SSP Shares, representing approximately 17.2 per cent. of the existing issued share capital of SSP.
* In addition, H&F Bidco has received non-binding letters of intent from Hermes Investment Management confirming its current
intention to vote in favour of the Proposals and F&C Asset Management confirming its intention to vote in favour of the Proposals in respect
of, in aggregate, 8,017,318 SSP Shares, representing approximately 9.7 per cent. of the existing issued share capital of SSP.
* In total, therefore, H&F Bidco has received irrevocable undertakings and non-binding letters of intent to vote in favour of the
Proposals (or, in the case of the Management Team, to vote in favour of the resolutions to be proposed at the General Meeting (save for the
resolution to be proposed in relation to the approval of the Management Arrangements, as described below)) in respect of, in aggregate,
36,937,524 SSP Shares, representing approximately 44.7 per cent. of the existing issued share capital of SSP.
* In aggregate, when including the 11,043,935 Rollover Shares (which are the subject of the Management Arrangements), the Proposals
are supported by SSP Shareholders holding, in total, 47,981,459 SSP Shares, representing approximately 58.1 per cent. of the existing share
capital of SSP.
* It is intended that the Management Team will receive cash, pursuant to the Scheme, for all the SSP Shares (other than the Rollover
Shares) held, or beneficially owned, by them. Pursuant to the Management Arrangements, it is intended that H&F Bidco will acquire the
Rollover Shares pursuant to the conditional Exchange Deed in exchange for the issue of loan notes to the Management Team by H&F Bidco. Such
loan notes are then expected to be transferred, pursuant to the First Rollup Deed, in consideration for the issue of loan notes in H&F
Holdco. Immediately thereafter, these loan notes are expected to be transferred, pursuant to the Second Rollup Deed, in consideration for
the issue of shares and long term loan notes in H&F Equityco. In addition, the Management Team are expected to subscribe for additional
shares in H&F Equityco in cash. The Management Arrangements are described in further detail in paragraph 15 of this announcement.
* SSP released its preliminary results for the year ended 31 March 2008 today, reporting profit before tax (pre-exceptional items)
of �10.3 million (2007: �6.6 million).
* Commenting on the Acquisition, David Rasche, executive chairman of SSP, said:
*This transaction recognises the significant value that has been created for SSP Shareholders since we floated the Company in October
2006. Many of our shareholders invested in the IPO at 98 pence per share and will now realise a premium of approximately 94 per cent. in
cash over some two years. Since admission to trading on AIM, SSP has established itself as a leading provider of IT systems and services to
the general insurance sector in the UK and selected international markets. This has been achieved through a combination of organic growth
and acquisitions, including the recent purchase of Sirius.
This will be good news for our customers and staff as it will allow us to retain talent in the business as we continue to expand over
the coming years.*
* Also commenting on the Acquisition, Gren Folwell, senior non-executive director of SSP, said:
*The Independent Directors believe that 190 pence in cash represents certainty at an attractive value for SSP Shareholders, particularly in
the current economic environment. The offer fully reflects both the quality of the business and the significant growth and the future
prospects of the business. We wish the business well under its new ownership.*
* Stephen Duckett, a director of H&F Bidco, said: "H&F is delighted to have the opportunity to invest in SSP. We are excited about
supporting SSP's Management Team as they continue to successfully grow the business and we look forward to helping them build on a well
established market position and strong customer relationships."
KBC Peel Hunt is acting as independent financial adviser to SSP, for the purposes of providing independent advice on the Proposals to
the Independent Directors, pursuant to Rule 3 of the Code. Credit Suisse is acting as sole financial adviser to H&F.
This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The
Acquisition will be subject to the Conditions set out in Appendix I. Appendix II contains the bases and sources of certain information
contained in this announcement. Appendix III contains details of the irrevocable undertakings provided by the Independent Directors, the
Management Team and certain others. Appendix IV contains the definitions of certain terms used in this announcement.
Enquiries:
H&F Sensor Bidco Limited +44 (0)20 7839 5111
Stephen Duckett
SSP Holdings plc +44 (0)1422 330022
Gren Folwell
Credit Suisse +44 (0)20 7888 8888
Financial adviser to Hellman & Friedman LLC
David Whiteley
KBC Peel Hunt Ltd +44 (0)20 7418 8900
Independent financial adviser to SSP
Oliver Scott/Richard Kauffer
Weber Shandwick Financial +44 (0)20 7067 0700
Public relations adviser to SSP
Nick Oborne/John Moriarty
This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals
will be made through the Scheme Document, which will contain the full terms and conditions of the Proposals (including details of how to
vote in respect of the Proposals). Any acceptance of or other response to the Proposals should be made only on the basis of the information
contained in the Scheme Document. SSP Shareholders are advised to read the Scheme Document carefully, once it has been dispatched.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Credit Suisse, which is regulated in the UK by the FSA, is acting exclusively for H&F Bidco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than H&F Bidco for providing the protections afforded to clients of Credit Suisse
nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
KBC Peel Hunt Ltd, which is regulated in the UK by the FSA, is acting exclusively for SSP as the independent financial adviser to SSP
for the purposes of providing independent advice to the Independent Directors on the Acquisition under Rule 3 of the Code and no-one else in
connection with the Acquisition and will not be responsible to anyone other than SSP for providing the protections afforded to clients of
KBC Peel Hunt Ltd nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposals,
and other information published by H&F Bidco and SSP contain "forward-looking statements". These statements are based on the current
expectations of the management of SSP and H&F Bidco and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on SSP, the
expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include
statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. Although SSP and H&F Bidco believe that the expectations reflected in such forward-looking
statements are reasonable, SSP and H&F Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions to
the Acquisition, as well as additional factors, such as: local and global political and economic conditions; significant price discounting
by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including
those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of
any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and
changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks
and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither SSP
nor H&F Bidco undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Rule 8 Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of SSP, all "dealings" in any "relevant securities" of SSP (including by means of an option in
respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3.30 p.m. on the
business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of SSP,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SSP by H&F Bidco or SSP, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities,
or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a dealing under Rule 8, you should consult the Panel.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
23 July 2008
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION
of
SSP HOLDINGS PLC
by
H&F SENSOR BIDCO LIMITED
a company formed and ultimately owned by funds managed or advised by Hellman & Friedman LLC
1. Introduction
The board of directors of H&F Bidco, a company formed at the direction of funds managed and advised by H&F, and the Independent
Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by H&F Bidco of
SSP. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
2. The Acquisition
Under the terms of the Proposals, which will be subject to the Conditions and further terms set out in Appendix I to this announcement
and to be set out in the Scheme Document, Scheme Shareholders at the Reduction Record Time will be entitled to receive:
for each Scheme Share 190 pence in cash
The Acquisition values the entire issued and to be issued share capital of SSP at approximately �161.6 million. The price of 190 pence
in cash for each Scheme Share represents:
* a premium of approximately 47.3 per cent. to the price of 129 pence per SSP Share (being the average Closing Price for the
six-month period ending on 17 June 2008, the day before the announcement by SSP that it was in discussions regarding a possible offer);
* a premium of approximately 19.1 per cent. to the price of 160 pence per SSP Share (being the Closing Price on 17 June 2008, the
day before the announcement by SSP that it was in discussions regarding a possible offer, and the highest price at which SSP Shares have
traded since being admitted to AIM in October 2006);
* a premium of approximately 11.8 per cent. to the price of 170 pence per SSP Share (being the Closing Price on 22 July 2008, the
last business day prior to the date of this announcement); and
* an Enterprise Value multiple of 14.1 times SSP's Operating Profit (pre-exceptional items) for the year ended 31 March 2008.
3. Recommendation
The Independent Directors, who have been so advised by KBC Peel Hunt, consider the terms of the Acquisition to be fair and reasonable.
In providing its advice, KBC Peel Hunt has taken into account the commercial assessments of the Independent Directors.
The Independent Directors intend unanimously to recommend that SSP Shareholders vote in favour of the Proposals, as they have
irrevocably undertaken to do in respect of their own beneficial holdings of SSP Shares.
In view of their continuing involvement in the business and proposed interest in H&F Bidco, the executive directors of SSP who are
members of the Management Team have not taken part in the Independent Directors' decision to recommend the Proposals.
KBC Peel Hunt is acting as independent financial adviser to SSP for the purposes of providing independent advice to the Independent
Directors on the Proposals pursuant to Rule 3 of the Code.
4. Background to and reasons for the Acquisition
SSP is a key provider of IT solutions to the global insurance industry, with more than 41,000 users in over 50 countries. Its strong
"carrier to consumer" solutions facilitate communication and interaction between all participants in the insurance chain, from insurance
underwriters to consumers. SSP's management has demonstrated an ability to acquire complementary businesses and successfully integrate them
into the SSP Group.
Following an approach from H&F Bidco, and after lengthy discussions, the executive directors of SSP and H&F Bidco believe that the
acquisition of SSP will provide a compelling opportunity; the combination of SSP's experience in providing leading IT systems and software
solutions with the financial resources and deep industry expertise of H&F should benefit the Company, its clients, partners, employees and
management and enable the Company to continue its strong growth record.
5. Background to and reasons for the recommendation
SSP has a long history of delivering solutions to the UK general insurance broker and intermediary systems market. In resolving to
recommend the Proposals, the Independent Directors have given careful consideration to the fundamental value of the business, in
consultation with their advisers, and to the expectations of SSP's shareholders.
While SSP has a record of significant achievements, given the considerable uncertainties affecting equity markets, the Proposals
represent an opportunity for SSP Shareholders to receive cash at a significant premium to 160 pence per SSP Share, being the highest price
at which SSP Shares have traded since being admitted to AIM approximately twenty two months ago, but prior to the announcement of a possible
offer.
Accordingly, the Independent Directors of SSP believe that the Acquisition provides certainty at an attractive value to SSP Shareholders,
and that H&F Bidco will provide stable ownership to allow the continued development of the business. For these reasons, the Independent
Directors intend unanimously to recommend that SSP Shareholders vote in favour of the Proposals, including in relation to the Management
Arrangements, as they have irrevocably undertaken to do in respect of their own beneficial holdings of SSP Shares.
6. Irrevocable Undertakings
H&F Bidco has received irrevocable undertakings from the Independent Directors to vote in favour of the Proposals in respect of their
own beneficial holdings of SSP Shares representing, in aggregate, 3,632,080 SSP Shares (or approximately 4.4 per cent. of the existing
issued share capital of SSP).
H&F Bidco has received irrevocable undertakings to vote in favour of the resolutions to be proposed at the General Meeting (save for the
resolution to be proposed at the General Meeting in relation to the approval of the Management Arrangements) from members of the Management
Team in respect of, in aggregate, 11,043,934 SSP Shares, representing approximately 13.4 per cent. of the existing issued share capital of
SSP.
H&F Bidco has also received irrevocable undertakings to vote in favour of the Proposals from AXA Framlington and BlackRock in respect
of, in aggregate, 14,244,192 SSP Shares, representing approximately 17.2 per cent. of the existing issued share capital of SSP.
In addition, H&F Bidco has received non-binding letters of intent from Hermes Investment Management confirming its current intention to
vote in favour of the Proposals and F&C Asset Management confirming its intention to vote in favour of the Proposals in respect of, in
aggregate, 8,017,318 SSP Shares, representing approximately 9.7 per cent. of the existing issued share capital of SSP.
In total, therefore, H&F Bidco has received irrevocable undertakings and non-binding letters of intent to accept and/or to vote in favour of
the Proposals (or, in the case of the Management Team, to vote in favour of the resolutions to be proposed at the General Meeting (save for
the resolution to be proposed in relation to the approval of the Management Arrangements, as described below)) in respect of, in aggregate,
36,937,524 SSP Shares, representing approximately 44.7 per cent. of the existing issued share capital of SSP.
In aggregate, when including the 11,043,935 Rollover Shares (which are the subject of the Management Arrangements), the Proposals are
supported by shareholders holding, in total, 47,981,459 SSP Shares, representing approximately 58.1 per cent of the existing issued share
capital of SSP.
It is intended that the Management Team will receive cash, pursuant to the Scheme, for all the SSP Shares (other than the Rollover
Shares) held, or beneficially owned, by them. Pursuant to the Management Arrangements it is intended that H&F Bidco will acquire the
Rollover Shares pursuant to the conditional Exchange Deed in exchange for the issue of loan notes to the Management Team by H&F Bidco. Such
loan notes are then expected to be transferred, pursuant to the First Rollup Deed, in consideration for the issue of loan notes in H&F
Holdco. Immediately thereafter, these loan notes are expected to be transferred, pursuant to the Second Rollup Deed, in consideration for
the issue of shares and long term loan notes in H&F Equityco. In addition, the Management Team are expected to subscribe for additional
shares in H&F Equityco in cash.
Further details of these undertakings are set out in Appendix III to this announcement.
7. Information relating to H&F Bidco
H&F Bidco is a newly incorporated company, formed for the purpose of making the Acquisition. H&F Bidco is ultimately owned by funds
managed and advised by H&F, and will be funded by equity provided by such funds and by debt provided by Barclays Bank plc, HSBC Bank plc,
Lloyds TSB Bank plc and The Royal Bank of Scotland plc. The Management Team will also invest in H&F Bidco, by participating in the equity of
H&F Equityco, as described further in paragraph 15 below.
8. Information relating to H&F
Founded in San Francisco in 1984, H&F has raised and managed over $16.5 billion of committed capital and invested in over 60 companies
across three principal offices in London, New York and San Francisco. H&F is currently investing its sixth fund, with $8.4 billion of
capital commitments. H&F has significant experience of investing in software and insurance businesses; illustrative investments in the
software and insurance companies include: Iris Software Group, Kronos, Intergraph, Vertafore, Activant and DoubleClick (software) and
Geovera and Paris Re (insurance).
9. Information relating to SSP
SSP is a leading provider of IT systems and services to the general insurance sector in the UK and selected international markets.
With over two decades' experience, SSP has a reputation for delivering innovative solutions from "carrier to consumer", facilitating
communication and interaction between all participants in the insurance chain, from insurance underwriters through to consumers. This
unique proposition improves business control, productivity and efficiency. More than 41,000 users in over 50 countries make SSP a partner of
choice for insurance businesses worldwide. SSP's customers include Fortis, Admiral, Brit, HSBC Insurance Brokers, Jardine Lloyd Thompson,
Swinton, Kwik Fit Insurance Service, Norwich Union and Willis Commercial Network.
Over 800 people support customers from SSP's headquarters in Halifax, and its offices in Birmingham, the South of England, Northern
Ireland, the Republic of Ireland, Denmark, South Africa, Australia, New Zealand, Kenya, India and the United States.
As well as growth through acquisition, the SSP Group has enjoyed double digit organic revenue growth since its flotation, with excellent
performance across all of its divisions. Transaction-related revenues in the UK broker market have also grown and make a significant
contribution to the SSP Group's revenues.
The acquisition of Sirius, which completed in July 2007, has further increased the Company's market position. The products acquired
through Sirius are well regarded and SSP has been particularly successful with the insurer product Sirius for Insurance ("S4i").
SSP released its preliminary results for the year ended 31 March 2008 today. In the year ended 31 March 2008, the Company reported sales of
�64.4 million (2007: �38.6 million), operating profit (pre-exceptional items) of �14.1 million (2007: �9.7 million) and profit before tax
(pre-exceptional items) of �10.3 million (2007: �6.6 million). At 31 March 2008, SSP had net assets of �58.4 million (2007: �37.3 million).
10. Current trading and prospects for SSP
Continued structural changes to its core UK broking market are creating additional opportunities for SSP to win new customers and help
its existing customers grow their businesses. The general insurance industry is expanding worldwide. Our experience and analysts' surveys
indicate that the general insurance sector is reasonably well insulated from the direct effects of the credit crunch, as most players appear
to have minimal exposure to impaired investments. At present the UK commercial lines market is seeing more pressure on rates, but overall
insurers remain confident. At the same time, the large Bancassurers are likely to seek greater returns from general insurance as their
profits are hit elsewhere and are therefore likely to invest in this sector.
In most markets there are structural dynamics which demand new technology to cope with improved speed to market, changes in distribution
patterns and much greater eBusiness between business partners and customers. These developments play to SSP's expertise and strengths,
gleaned over many years in the world's most sophisticated general insurance markets.
The Board of SSP believes the outlook for the business is positive, both in the UK and overseas, and current trading is as expected. With
the SSP Group's strong recurring and visible revenues from a large, secure and increasingly international customer base, the Board of SSP
expects to continue to grow organically and maintain good operating margins in the coming year and beyond.
11. Structure of the Acquisition
Other than in relation to the Rollover Shares (the arrangements in relation to which are discussed in further detail in paragraph 15
below), it is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between SSP and the
Scheme Shareholders, under Part 26 of the Companies Act.
The purpose of the Scheme, and the Exchange Arrangements with the Management Team, is to provide for H&F Bidco to become the owner of
the entire issued and to be issued share capital of SSP. This is to be achieved by:
* the cancellation of the Scheme Shares, and the application of the reserve arising from such cancellation in paying up in full a
number of New SSP Shares (equal to the number of Scheme Shares cancelled), which are issued to H&F Bidco and in consideration for which
Scheme Shareholders will receive cash from H&F Bidco on the basis set out in paragraph 2 of this announcement; and
* upon the Scheme becoming effective, the transfer of the Rollover Shares to H&F Bidco (outside the Scheme), pursuant to the Exchange
Deed.
In order to become effective, the Scheme, amongst other things, must be approved by a majority in number of the Scheme Shareholders
present and voting at the Court Meeting (either in person or by proxy, and excluding the Management Team), representing not less than 75 per
cent. in value of the Scheme Shares that are voted at the Court Meeting.
In addition, the resolutions necessary to implement the Scheme and to sanction the related reduction of capital must be passed by SSP
Shareholders at the General Meeting, as described further in paragraph 16 below. The resolution relating to the Management Arrangements is a
condition to the Acquisition.
Following the Meetings, the Scheme must be sanctioned, and the Reduction must be confirmed, by the Court. The Scheme and the Reduction
will only become effective on delivery to the Registrar of Companies of:
* a copy of the Scheme Court Order; and
* a copy of the Reduction Court Order,
and, in the case of the Reduction Court Order, it being registered by the Registrar of Companies.
Upon the Scheme becoming effective:
(i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the
General Meeting; and
(ii) share certificates in respect of the SSP Shares will cease to be valid and entitlements to SSP Shares held within the CREST
system will be cancelled.
The Acquisition will be made on the terms and subject to the Conditions set out in this announcement and to be set out in the Scheme
Document, including appropriate approvals by SSP Shareholders and the sanction of the Scheme, and confirmation of the Reduction, by the
Court, and including certain regulatory and anti-trust approvals.
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The
Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by SSP
Shareholders. The Scheme Document will be posted to SSP Shareholders and, for information only, to holders of options granted under the SSP
Share Schemes, as soon as practicable. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that
the Scheme will become effective by the end of September 2008.
H&F Bidco reserves the right, subject to the consent of the Panel, to elect to implement the Acquisition by way of a takeover offer. In
such event, it is proposed such takeover offer will be implemented on the same terms (subject to appropriate amendments, including the
inclusion of a customary condition relating to the acceptance of such takeover offer by SSP Shareholders holding 90 per cent. (or such
lesser percentage, being more than 50 per cent., as H&F Bidco may decide or the Panel may require) of the SSP Shares to which such takeover
offer relates), so far as applicable, as those which would apply to the Scheme, except that such takeover offer may exclude SSP Shareholders
resident in certain overseas jurisdictions.
12. Suspension, delisting and re-registration
It is intended that dealings in SSP Shares will be suspended at 5:00pm on the business day immediately prior to the date on which the
Court confirms the Reduction. It is further intended that a request will be made by SSP to cancel the admission to trading of the SSP
Shares on AIM on the Effective Date.
On the Effective Date, SSP will become a wholly-owned subsidiary of H&F Bidco and share certificates in respect of SSP Shares will cease
to be valid and should be destroyed. In addition, on the Effective Date, entitlements to SSP Shares held within the CREST system will be
cancelled.
As soon as possible after the Effective Date, it is intended that SSP will be re-registered as a private limited company.
13. Management and employees
H&F Bidco attaches great importance to the skills and experience of the existing management and employees of SSP. As such, H&F Bidco
expects that SSP employees will play an important role in the future of the business, and H&F Bidco does not currently intend to make any
material changes to SSP's staffing levels, nor to any conditions of employment (including pension benefits).
Accordingly, H&F Bidco has given assurances to SSP that, following the Scheme becoming effective, the existing employment rights,
including pension rights, of the employees of SSP will be fully safeguarded.
The Independent Directors intend to resign from the board of SSP following the Scheme becoming effective, and their expectation is that
they will have no further continuing business involvement with SSP.
The details of certain arrangements with the Management Team are described in paragraph 15 below.
14. SSP Share Schemes
At the appropriate time following the publication of the Scheme Document, explanatory letters will be sent to holders of options under
the SSP Share Schemes explaining the effect of the Scheme on them and, where applicable, their right to exercise share options. The
Proposals extend to holders of SSP Shares issued following the exercise of options granted under the SSP Share Schemes.
It is proposed to amend the articles of association of SSP at the General Meeting to provide that, if the Scheme becomes effective, any
SSP Shares issued after the Reduction Record Time will automatically (and immediately following issue) be transferred to H&F Bidco in
exchange for the same consideration payable by H&F Bidco in respect of Scheme Shares under the Scheme. Consequently, participants in the SSP
Share Schemes who exercise any options after the Reduction Record Time will receive the same consideration as Scheme Shareholders under the
Scheme.
15. Arrangements with the Management Team
All of the SSP Shares held by the Management Team, apart from the Rollover Shares, are intended to comprise part of the Scheme Shares
and, as such, will be subject to the terms of the Scheme. The Management Team will, therefore, realise cash in respect of these SSP Shares
(being 11,043,934 SSP Shares).
It is proposed that the remaining 11,043,935 SSP Shares held by the Management Team (being the Rollover Shares) will be acquired by H&F
Bidco, pursuant to the Exchange Deed, in exchange for the issue of loan notes by H&F Bidco to the Management Team. As such, the Rollover
Shares will not be subject to the Scheme.
The Exchange Deed, which has been entered into between H&F Bidco and the Management Team, is conditional upon the Scheme becoming
effective.
Pursuant to the First Rollup Deed (and the put and call options set out therein), the loan notes issued pursuant to the Exchange Deed
are expected, immediately upon their issue to the Management Team by H&F Bidco, to be transferred to H&F Holdco in consideration for the
issue of loan notes by H&F Holdco. Immediately upon the issue of these loan notes by H&F Holdco to the Management Team, they are expected,
pursuant to the Second Rollup Deed (and the put and call options set out therein), to be transferred to H&F Equityco in consideration for
the issue of:
* A ordinary shares; and
* long term loan notes,
in H&F Equityco.
In addition, pursuant to the terms of the Investment and Shareholders' Agreement (which is conditional upon completion of the Second
Rollup Deed), the Management Team have agreed to subscribe for B ordinary shares in H&F Equityco in cash. The mechanics of the Exchange
Arrangements, and the subscription for B ordinary shares pursuant to the Investment and Shareholders' Agreement, will, therefore, result in
the Management Team:
* acquiring a holding of A ordinary shares and long term loan notes in H&F Equityco on the same economic terms as the H&F Funds, in
place of approximately �21.0 million in cash which would otherwise be realised under the Proposals by the Management Team (if the Rollover
Shares were subject to the Scheme); and
* together with employees and an employee benefit trust, subscribing �200,000 in cash for B ordinary shares in H&F Equityco.
The options over SSP Shares held by the Management Team under the SSP Share Schemes will be treated in the same manner as all other
options granted under the SSP Share Schemes.
As a result of their interest in the Proposals, the Management Team is precluded from voting at the Court Meeting and, therefore, the
SSP Shares held by them and certain of their family interests will not count towards the majorities required to approve the Scheme at the
Court Meeting. The Management Team will, however, consent to be bound by the terms of the Scheme.
However, the Management Team will be entitled to vote in respect of the resolutions to be proposed at the General Meeting, subject to
paragraph 16 below (in relation to the approval of the proposed Management Arrangements by the Independent Shareholders).
The Management Team will remain in place to operate the SSP business once the Scheme becomes effective. It is not intended that the
Management Team will enter into new or amended service contracts with SSP at that time and, therefore, the remuneration package of the
Management Team will be unaffected by the Acquisition.
16. General Meeting
As well as the approval of the requisite majority of the Scheme Shareholders at the Court Meeting, as described in paragraph 11 above,
the resolutions necessary to approve and implement the Scheme (including appropriate amendments to the articles of association of SSP) and
to sanction the related reduction of capital must be passed by SSP Shareholders at the General Meeting. Such resolutions will require the
approval of SSP Shareholders representing not less than 75 per cent. of the votes cast at the General Meeting.
In addition, given the anticipated involvement of the Management Team in H&F Equityco if the Scheme becomes effective, it will be a
condition of the Scheme that the Independent Shareholders approve the Management Arrangements. An appropriate resolution will be proposed to
the Independent Shareholders at the General Meeting for this purpose, further details of which will be set out in the Scheme Document.
Both the Independent Directors and KBC Peel Hunt consider the terms of the Management Arrangements to be fair and reasonable so far as the
Independent Shareholders are concerned. Accordingly, the Independent Directors intend unanimously to recommend that the Independent
Shareholders vote in favour of the resolution to approve the Management Arrangements, as they have irrevocably undertaken to do in respect
of their own beneficial holdings of SSP Shares, representing, in aggregate, 3,632,080 SSP Shares (or approximately 4.4 per cent. of the
existing issued share capital of SSP).
17. Financing
The cash consideration payable by H&F Bidco under the terms of the Proposals will be funded by a combination of equity and debt
finance.
Approximately �111.2 million of equity funding for the Proposals will be provided by the H&F Funds which will subscribe, indirectly, for
A ordinary shares and loan notes in H&F Equityco, on the same economic terms as the Management Team.
The balance of the consideration due under the Proposals will be made available by way of a credit agreement dated 23 July 2008 between,
amongst others, H&F Bidco and Barclays Bank plc, HSBC Bank plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc. The credit agreement
provides for funds of approximately �80 million to be made available which will be used, amongst other things, to finance the Scheme, to
refinance certain existing indebtedness of the SSP Group and to pay transaction expenses.
There are certain restrictions on H&F Bidco waiving certain of the Conditions without the consent of its financing banks.
Credit Suisse has confirmed that it is satisfied that sufficient resources are available to H&F Bidco to satisfy in full the cash
consideration payable to SSP Shareholders and participants in the SSP Share Schemes under the terms of the Proposals.
18. Implementation Agreement
H&F Bidco and SSP have entered into the Implementation Agreement which provides, amongst other things, for the implementation of the
Acquisition, and contains certain assurances and confirmations between the parties, including in relation to:
* taking all steps and actions, and preparing all documents, necessary for the implementation of the Acquisition (including the
Scheme) on a timely basis (in accordance with an agreed timetable) and in accordance with the requirements of the Code, the Court and
applicable law and regulations; and
* the conduct of, and the provision of certain information in relation to, the business of SSP.
In particular, the Implementation Agreement contains the principal provisions set out below.
Inducement fee
SSP has agreed (subject to the terms of the Implementation Agreement) to pay to H&F Bidco an inducement fee of �1,582,008 (equal to one per
cent. of the value of the Acquisition, together with any recoverable amounts in respect of VAT), by way of compensation, if:
* the Independent Directors fail to recommend the Acquisition without qualification, or withdraw or qualify or adversely modify
their recommendation;
* the Independent Directors fail to publish and circulate the Scheme Circular, in circumstances where H&F has not elected to
implement the Acquisition by way of a takeover offer;
* SSP enters into any inducement fee (or similar fee) arrangement with any third party in relation to an Independent Competing
Proposal which subsequently becomes or is declared unconditional in all respects, or which otherwise completes;
* where the Acquisition is being made by way of the Scheme, following the resolutions proposed at the Meetings having been passed by
the requisite majorities, the Independent Directors do not seek the Court Orders;
* SSP breaches the non-solicitation undertaking referred to below; or
* an Independent Competing Proposal is made and becomes or is declared unconditional in all respects, or becomes effective in accordance
with its terms (or otherwise completes).
Non-solicitation undertaking
SSP has agreed in the Implementation Agreement that it (together with its subsidiaries, directors, employees, advisers and
representatives) will not solicit initiate, enter into or participate in any discussions or negotiations or otherwise seek to procure an
Independent Competing Proposal or a Major Transaction, save where necessary to ensure compliance with the fiduciary duties of the Board of
SSP or to ensure compliance with law or regulation (including the Code).
Information
SSP has agreed to notify H&F Bidco of the fact that it has received any approach for an Independent Competing Proposal or a Major
Transaction.
Right to match
In the event that an Independent Competing Proposal is announced, SSP has agreed to provide H&F Bidco with a right to match the
financial terms of such Independent Competing Proposal by announcing, pursuant to Rule 2.5 of the Code, an appropriately revised proposal
within five Business Days of the announcement, pursuant to Rule 2.5 of the Code, of that Independent Competing Proposal. In the event that
H&F Bidco exercises its right to match, SSP will procure that the Independent Directors provide a unanimous and unqualified recommendation
of such proposals made by H&F Bidco.
Termination
Save in respect of certain provisions (including the inducement fee provisions) and any other accrued rights thereunder, the obligations
of SSP and H&F Bidco under the Implementation Agreement shall cease as follows:
(i) as agreed in writing between H&FBidco and SSP at any time prior to the Effective Date;
(ii) if the Scheme is withdrawn, lapses or terminates, unless H&F Bidco has elected prior to such time or elects within four Business
Days following such time, to implement the Acquisition by way of a takeover offer;
(iii) if H&F Bidco elects to implement the Acquisition by way of a takeover offer, such offer (once announced pursuant to Rule 2.5 of
the Code) is withdrawn by H&F Bidco (with the consent of the Panel if required) or lapses;
(iv) upon service of a notice by H&F Bidco on SSP if at any time prior to satisfaction of the Conditions there is an Independent
Competing Proposal which subsequently becomes effective, becomes or is declared unconditional in all respects or is otherwise completed;
(v) upon service of a notice by H&F Bidco or SSP on the other party in the event of a material breach of the Implementation Agreement
by the other party which, if capable of remedy, has not been remedied within 10 Business Days of the notice from H&F Bidco or SSP (as the
case may be) requesting the same;
(vi) if the Scheme is not sanctioned by the requisite majority of the SSP Shareholders at the Court Meeting or if the resolutions put
to SSP Shareholders at the General Meeting are not approved;
(vii) if the Court Orders are not granted by the Court;
(viii) upon payment of the inducement fee described above (other than where payment of the inducement fee is triggered by a breach of
SSP*s non-solicitation undertaking described above);
(ix) upon the service of a notice by H&F Bidco or SSP on the other party if the Independent Directors (or any committee thereof) fail
to recommend the Acquisition without qualification, or withdraw, qualify or adversely modify such recommendation; or
(x) if the Effective Date has not occurred by 29 January 2009.
Under the terms of the Implementation Agreement, H&F Bidco has retained the right to effect the Acquisition by way of a takeover offer for
SSP.
19. Disclosure of interests in SSP
Except as disclosed below, as at 22 July 2008, the last business day prior to the date of this announcement, neither H&F Bidco nor any
of the directors of H&F Bidco nor, so far as H&F Bidco is aware, any person acting in concert with H&F Bidco, has:
(i) any interest in, or right to subscribe for, any SSP Shares or securities convertible or exchangeable into SSP Shares (*SSP
Securities*); or
(ii) any short position (whether conditional or absolute and whether in the money or otherwise) including any short positions under
a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or
(iii) borrowed or lent any SSP Security, save for borrowed shares which have been on-lent or sold.
In the interests of secrecy before this announcement, H&F Bidco has not made any enquiries in this respect of the matters referred to in
this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Acquisition.
Enquiries of such parties will be made as soon as practicable following the date of this announcement and any material disclosure in respect
of such parties will be included in the Scheme Document.
Shareholder Interest in SSP Securities (including options)
Gartmore Investment Management 3,471,521 as set out in the Rule 8.3 disclosure made by Gartmore on 17
July 2008
Management Team 24,191,299
20. General
The Scheme will be governed by English law and will be subject to the jurisdiction of the English courts. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange and the FSA.
Appendix I to this announcement contains the Conditions to, and further terms of, the Acquisition, to be set out in the Scheme Document
and the forms of proxy which will accompany the Scheme Document, and to which the Acquisition will be subject.
Appendix II contains the bases and sources of certain information contained in this announcement.
Appendix III contains details of the irrevocable undertakings provided by the Independent Directors and others.
The definitions of certain terms used in this announcement are set out in Appendix IV.
Enquiries:
H&F Sensor Bidco Limited +44 (0)20 7839 5111
Stephen Duckett
SSP Holdings plc +44 (0)1422 330022
Gren Folwell
Credit Suisse +44 (0)20 7888 8888
Financial adviser to Hellman & Friedman LLC
David Whiteley
KBC Peel Hunt Ltd +44 (0)20 7418 8900
Independent financial adviser to SSP
Oliver Scott/Richard Kauffer
Weber Shandwick Financial +44 (0)20 7067 0700
Public relations adviser to SSP
Nick Oborne/John Moriarty
This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals
will be made through the Scheme Document, which will contain the full terms and conditions of the Proposals (including details of how to
vote in respect of the Proposals). Any acceptance of or other response to the Proposals should be made only on the basis of the information
contained in the Scheme Document. SSP Shareholders are advised to read the Scheme Document carefully, once it has been dispatched.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Credit Suisse, which is regulated in the UK by the FSA, is acting exclusively for H&F Bidco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than H&F Bidco for providing the protections afforded to clients of Credit Suisse
nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
KBC Peel Hunt Ltd, which is regulated in the UK by the FSA, is acting exclusively for SSP as the independent financial adviser to SSP
for the purposes of providing independent advice to the Independent Directors on the Acquisition under Rule 3 of the Code and no-one else in
connection with the Acquisition and will not be responsible to anyone other than SSP for providing the protections afforded to clients of
KBC Peel Hunt Ltd nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposals,
and other information published by H&F Bidco and SSP contain "forward-looking statements". These statements are based on the current
expectations of the management of SSP and H&F Bidco and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on SSP, the
expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include
statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. Although SSP and H&F Bidco believe that the expectations reflected in such forward-looking
statements are reasonable, SSP and H&F Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions to
the Acquisition, as well as additional factors, such as: local and global political and economic conditions; significant price discounting
by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including
those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of
any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and
changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks
and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither SSP
nor H&F Bidco undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Rule 8 Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of SSP, all "dealings" in any "relevant securities" of SSP (including by means of an option in respect
of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3.30 p.m. (London time) on the
London business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition
and/or Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of SSP,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SSP by H&F Bidco or SSP, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities,
or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a dealing under Rule 8, you should consult the Panel.
Appendix I
Conditions to and Certain Further Terms of the Proposals
Conditions to the Proposals
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of
the Code, by no later than 29 January 2009 or such later date (if any) as SSP and H&F Bidco may agree and the Panel and the Court may
allow.
2. The Scheme will be subject to the following Conditions:
(a) approval of the Scheme at the Court Meeting (or any adjournment thereof) by a majority in number of the Scheme Shareholders
present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by such holders;
(b) all resolutions required to implement the Scheme and the proposed arrangements with the Management Team, and to be set out in the
notice of the General Meeting in the Scheme Document, being duly passed by the requisite majorities at the General Meeting (or at any
adjournment thereof) and not being subsequently revoked; and
(c) the sanction of the Scheme (without modification or, if agreed by SSP and H&F Bidco, with modification), and the confirmation of
the Reduction, by the Court and: (i) an office copy of the Scheme Court Order and the minute of the Reduction attached thereto being
delivered for registration to the Registrar of Companies; and (ii) in relation to the Reduction, the Reduction Court Order being registered
by the Registrar of Companies.
3. The Acquisition will also be conditional upon and, accordingly, the necessary actions to make the Scheme effective will not be
taken unless the following conditions (as amended, if appropriate) have been satisfied or waived as referred to below prior to the Scheme
being sanctioned by the Court:
(a) no Third Party having intervened (as both such terms are defined below) and there not continuing to be outstanding any statute,
regulation or order of any Third Party in each case which is or is likely to be material in the context of the Proposals which would or
might reasonably be expected to:
(i) make the Proposals, their implementation or the acquisition or proposed acquisition by H&F Bidco of any shares or other
securities in, or control or management of, SSP or any member of the SSP Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, materially restrict or delay the same or impose material additional conditions
or obligations with respect to the Proposals or such acquisition, or otherwise materially impede, challenge or interfere with the Proposals
or such acquisition, or require material amendment to the terms of the Proposals or the acquisition or proposed acquisition of any SSP
Shares or the acquisition of control or management of SSP or the SSP Group by H&F Bidco;
(ii) materially limit or delay, or impose any material limitations on, the ability of H&F Bidco or any member of the SSP Group to
acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other
securities in, or to exercise voting or management control over, any member of the SSP Group;
(iii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by H&F
Bidco of any shares or other securities in SSP;
(iv) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by H&F
Bidco or by any member of the SSP Group of all or any portion of their respective businesses, assets or properties or materially limit the
ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or
any part thereof;
(v) require H&F Bidco or any member of the SSP Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) in any member of either group owned by any third party;
(vi) limit the ability of H&F Bidco or of any member of the SSP Group to conduct or integrate or co ordinate its business, or any part
of it, with the businesses or any part of the businesses of any other member of the SSP Group;
(vii) result in H&F Bidco or any member of the SSP Group ceasing to be able to carry on business under any name under which it
presently does so; or
(viii) otherwise materially adversely affect any or all of the business, assets, profits, financial or trading position or prospects of
H&F Bidco or the SSP Group taken as a whole,
and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction
having expired, lapsed or been terminated;
(b) without limitation to Condition 3(a) above:
(i) the German Federal Cartel Office (Bundeskartellamt) having either declined jurisdiction over the Acquisition or having granted
and not withdrawn clearance in writing, in terms reasonably satisfactory to H&F Bidco or, through the expiration of time periods available
for their investigation, being deemed to have granted clearance or any applicable waiting periods in respect thereof having expired; and
(ii) either:
(A) the FSA having approved (and not withdrawn its approval) of H&F Bidco (and all other persons who would by virtue of the
Acquisition acquire control) having control (as defined in FSMA) of Key Choice Insurance Marketing Limited unconditionally in writing or in
accordance with section 184(2) of FSMA or subject to conditions which are reasonably satisfactory to H&F Bidco; or
(B) SSP having made an application to the FSA for the cancellation of Key Choice Insurance Marketing Limited's FSMA authorisation and
that cancellation having been confirmed unconditionally in writing by the FSA (or subject to conditions which are reasonably satisfactory to
H&F Bidco), or the FSA having confirmed unconditionally in writing that (or subject to conditions which are reasonably satisfactory to H&F
Bidco), as a result of such application, H&F Bidco (and all other persons who would by virtue of the Acquisition acquire control) acquiring
control of Key Choice Insurance Marketing Limited does not require its approval;
(c) all notifications and filings which are necessary or are reasonably considered appropriate by H&F Bidco having been made, all
appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable
legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Proposals or the
acquisition or proposed acquisition of any shares or other securities in, or control or management of, SSP or any other member of the SSP
Group by H&F Bidco or the carrying on by any member of the SSP Group of its business;
(d) all Authorisations (as defined below) which are necessary in any relevant jurisdiction for or in respect of the Proposals or the
acquisition or proposed acquisition of any shares or other securities in, or control or management of, SSP or any other member of the SSP
Group by H&F Bidco or the carrying on by any member of the SSP Group of its business having been obtained, in terms and in a form reasonably
satisfactory to H&F Bidco, from all appropriate Third Parties or from any persons or bodies with whom any member of the SSP Group has
entered into contractual arrangements in each case where the absence of such Authorisation would have a material adverse effect on the SSP
Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same;
(e) since 31 March 2008 and except as disclosed in SSP*s annual report and accounts for the year then ended or as publicly announced
by SSP prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as fairly
disclosed prior to the date of this announcement in writing to H&F Bidco by or on behalf of SSP in the course of negotiations, there being
no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the SSP Group is a party,
or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each
case as a consequence of the Proposals or the acquisition or proposed acquisition of any shares or other securities in, or control of, SSP
or any other member of the SSP Group by H&F Bidco or otherwise, could or might reasonably be expected (to an extent which is material to the
SSP Group taken as a whole) to result in:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member
of the SSP 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 SSP Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property, assets or interests of any member of the SSP Group or any such mortgage, charge or other security interest (wherever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or
interests of any member of the SSP Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or
any adverse action being taken or any obligation or liability arising thereunder;
(iv) any asset or interest of any member of the SSP Group being or falling to be disposed of or ceasing to be available to any member
of the SSP Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be
available to any member of the SSP Group in each case other than in the ordinary course of business;
(v) any member of the SSP Group ceasing to be able to carry on business under any name under which it presently does so;
(vi) the creation of any material liabilities (actual or contingent) by any member of the SSP Group, other than in the ordinary course
of business;
(vii) the rights, liabilities, obligations or interests of the SSP Group taken as a whole under any such arrangement, agreement,
licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or
body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or
(viii) the financial or trading position or the value of any member of the SSP Group being prejudiced or adversely affected,
and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would be
reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition 3(e);
(f) since 31 March 2008 and except as disclosed in SSP*s annual report and accounts for the year then ended or as otherwise publicly
announced by SSP prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed prior to the date of this announcement in writing to H&F Bidco by or on behalf of SSP in the course of
negotiations, no member of the SSP Group having:
(i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or
sold any shares out of treasury, other than as between SSP and wholly-owned subsidiaries of SSP and other than any shares issued or shares
transferred from treasury upon the exercise of any options granted under any of the SSP Share Schemes;
(ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its
share capital;
(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus
issue (other than to SSP or a wholly-owned subsidiary of SSP);
(iv) except as between SSP and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries, made or authorised any change
in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of business or a transaction between SSP and a wholly-owned
subsidiary of SSP, or between such wholly-owned subsidiaries) merged with, demerged or acquired any body corporate, partnership or business
or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade investments) or authorised the same to an extent that is material in
the context of the SSP Group taken as a whole;
(vi) issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or
except as between SSP and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries) incurred or increased any indebtedness
or liability (actual or contingent) to an extent that is material in the context of the SSP Group taken as a whole;
(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude; or
(B) is reasonably likely to restrict the business of any member of the SSP Group in a respect which is material in the context of the
SSP Group taken as a whole; or
(C) is other than in the ordinary course of business;
(viii) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement in respect of itself or another member of the SSP Group;
(ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the directors of any member of the SSP
Group;
(x) (other than in respect of a member of the SSP Group which is dormant and was solvent at the relevant time) taken any corporate
action or had any material legal proceedings instituted or threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent
which is material in the context of the SSP Group taken as a whole;
(xii) waived or compromised any material claim, otherwise than in the ordinary course of business;
(xiii) made any alteration to its memorandum or articles of association;
(xiv) made or agreed or consented to:
(A) any material change:
(I) to the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants;
or
(II) the benefits which accrue or to the pensions which are payable thereunder; or
(III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or
(IV) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; or
(B) any change to the trustees including the appointment of a trust corporation;
(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by the SSP Group to an extent which is material in the context of the SSP
Group taken as a whole;
(xvi) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for
acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition
3(f);
(g) since 31 March 2008 and except as disclosed in SSP*s annual report and accounts for the year then ended or as otherwise publicly
announced by SSP prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed prior to the date of this announcement in writing to H&F Bidco by or on behalf of SSP in the course of
negotiations:
(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or
prospects of any member of the SSP Group which in any case is material in the context of the SSP Group taken as a whole;
(ii) no contingent or other liability of any member of the SSP Group having arisen or become apparent or increased which in any case
is material in the context of the SSP Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings (including under competition law) to which any
member of the SSP Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced,
implemented or instituted by or against or remaining outstanding against or in respect of any member of the SSP Group which in any case is
material in the context of the SSP Group taken as a whole; and
(iv) (other than as a result of the Proposals) no enquiry or investigation by, or complaint or reference to, any Third Party having
been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the SSP
Group which in any case is material in the context of the SSP Group taken as a whole;
(h) except as disclosed in SSP*s annual report and accounts for the year ended 31 March 2008 or as otherwise publicly announced by
SSP prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement in writing to H&F Bidco by or on behalf of SSP in the course of negotiations, H&F Bidco not
having discovered:
(i) that any financial or business or other information concerning the SSP Group publicly disclosed at any time by or on behalf of
any member of the SSP Group, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any
information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure
either publicly or otherwise to H&F Bidco to an extent which in any case is material in the context of the SSP Group taken as a whole;
(ii) that any member of the SSP Group is subject to any liability (actual or contingent) which is not disclosed in SSP*s annual
report and accounts for the financial year ended 31 March 2008 and which in any case is material in the context of the SSP 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 SSP Group
to an extent which is material in the context of the SSP Group taken as a whole;
(i) H&F Bidco not having discovered, other than to the extent fairly disclosed in writing to H&F Bidco by or on behalf of any member
of the SSP Group prior to the date of this announcement:
(i) that any past or present member of the SSP Group has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to
environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non compliance by any person with any
legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the SSP Group which in any case is material in the context of the SSP
Group taken as a whole; or
(ii) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or present member of the SSP Group or any other property or any
controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant
authority or third party or otherwise which in any case is material in the context of the SSP Group taken as a whole.
4. For the purposes of these Conditions:
(a) *Third Party* means any central bank, government, government department or governmental, quasi governmental, supranational,
statutory, regulatory or investigative body, authority (including any national anti trust or merger control authority), court, trade agency,
association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;
(b) a Third Party shall be regarded as having *intervened* if it has decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any
measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and *intervene*
shall be construed accordingly;
(c) *Authorisations* means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents,
licences, clearances, provisions and approvals.
5. Subject to the requirements of the Panel, H&F Bidco reserves the right to waive all or any of the above Conditions, in whole or
in part, except for Condition 2.
6. Conditions 3(a) to 3(i) (inclusive) must be fulfilled, determined by H&F Bidco to be or to remain satisfied or (if capable of
waiver) be waived by 11.59pm on the date immediately preceding the date of the hearing to sanction the Scheme in Condition 2, failing which
the Proposals will lapse. H&F Bidco 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 3(a) to 3(i) (inclusive) by a date earlier than the latest date specified above for the fulfilment
of that Condition, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and
that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.
7. If the Panel requires H&F Bidco to make an offer for SSP Shares under the provisions of Rule 9 of the Code, H&F Bidco may make
such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
8. The Proposals will lapse if, prior to the date of the Court Meeting, the Acquisition is referred to the Competition Commission.
Part B * Certain Further Terms of the Proposals
1. SSP Shares will be acquired by H&F Bidco pursuant to the Proposals fully paid and free from all liens, equitable interests,
charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the
right to receive and retain all dividends and distributions (if any) declared, made, paid or payable on or after the date of this
announcement.
2. The Scheme will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions and
further terms set out set out in Appendix I and to be set out in the Scheme Document and the Forms of Proxy which will accompany the Scheme
Document. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FSA.
3. The availability of the Proposals to persons not resident in the UK may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the UK should inform themselves about and observe any applicable requirements. Further details in relation
to overseas shareholders will be contained in the Scheme Document.
Appendix II
Sources of Information and Bases of Calculation
1. The value attributed to the existing issued ordinary share capital of SSP is based upon 82,631,604 SSP Shares in issue at the
date of this announcement. In accordance with Rule 2.10 of the Code, SSP confirms that there are 82,631,604 SSP Shares in issue, the ISIN
number for which is GB00B1D3Q599.
2. All prices for SSP Shares have been sourced from Factset and represent the Closing Price on the relevant date.
3. Unless otherwise stated, financial information relating to SSP has been extracted or derived (without any adjustment) from
the audited annual accounts for SSP for the year ended 31 March 2008. Operating Profit (pre-exceptional items) for the year ended 31 March
2008 of �14.1 million is calculated by adding back to reported operating profit of �12.7 million, share option expense (�0.1 million) and
reorganisation costs (�1.3 million).
Appendix III
Details of Irrevocable Undertakings
Details of the irrevocable undertakings are set out below
All the irrevocable undertakings described in this announcement were given by way of deed, for no consideration.
Further details of all the irrevocable undertakings described in this announcement will be set out in the Scheme Document.
1. Irrevocable Undertakings given by the Independent Directors
The Independent Directors have given irrevocable undertakings as described in paragraph 6 of this announcement in respect of the numbers
of SSP Shares set out below (and any further SSP Shares acquired by them prior to the Effective Date). The irrevocable undertakings given by
the Independent Directors will remain binding in the event of a competing offer.
Name Number of SSP Shares % of SSP's issued share capital
Grenville Folwell 1,376,742 1.67
Stephen Verrall 2,224,726 2.69
Steve Broughton 20,408 0.025
Barney Quinn 10,204 0.012
TOTAL 3,632,080 4.40
2. Irrevocable Undertakings given by the Management Team
The Management Team have given irrevocable undertakings as described in paragraph 6 of this announcement in respect of the numbers of
SSP Shares set out below (and any further SSP Shares acquired by them prior to the Effective Date). The irrevocable undertakings given by
the Management Team will remain binding in the event of a competing offer.
Name Number of SSP Shares % of SSP's issued share capital
David Rasche 5,012,343 6.07
Laurence Walker 3,269,762 3.96
Nicholas Bate 1,504,397 1.82
Name Number of SSP Shares % of SSP's issued share capital
Steven Bow 432,600 0.52
David Waring 382,980 0.46
Philip Ashton 74,370 0.09
Paul Clayton 69,840 0.08
Guy Oliver 52,860 0.064
Richard Crocker 50,000 0.061
Ramsay Adams 49,632 0.06
Joanne Gordon 37,520 0.045
Michael Hyland 36,960 0.045
James Woodley 36,960 0.045
Stephen Stiles 33,710 0.041
TOTAL 11,043,934 13.37
No share which is acquired from, or an option or award granted under, an HMRC approved plan will be regarded as being a share which is
or can become a share subject to these irrevocable undertakings.
3. Other Irrevocable Undertakings and Letters of Intent
Other irrevocable undertakings and letters of intent provided to H&F Bidco as described in paragraph 6 of this announcement in respect
of the number of SSP Shares set out below (and any further SSP Shares acquired by them prior to the Effective Date):
Name Number of SSP Shares % of SSP's issued share capital
Axa Framlington 11,495,699 13.91
BlackRock 2,748,493 3.33
F&C Asset Management (letter 5,155,383 6.24
of intent)
Name Number of SSP Shares % of SSP's issued share capital
Hermes Investment Management 2,861,935 3.46
(letter of intent)
TOTAL 22,261,510 26.9
The irrevocable undertakings given by Axa Framlington will lapse if, inter alia: (i) the Scheme Document is not posted by 31 August
2008; (ii) the Scheme terminates, lapses or is withdrawn; or (iii) a person other than H&F Bidco (or any person acting in concert with it)
announces an offer for SSP pursuant to Rule 2.5 of the Code at a price per SSP Share representing an improvement, in financial terms, as at
the date of such Rule 2.5 announcement of at least 5.5 per cent. of the price per SSP Share available pursuant to the Proposals.
The irrevocable undertakings given by BlackRock will lapse if, inter alia: (i) the Scheme terminates, lapses or is withdrawn; or (ii) a
person other than H&F Bidco (or any person acting in concert with it) announces an offer for SSP pursuant to Rule 2.5 of the Code at a price
per SSP Share representing, in the reasonable opinion of BlackRock, an improvement, in financial terms, as at the date of such Rule 2.5
announcement to the price per SSP Share available pursuant to the Proposals.
The letter of intent from F&C Asset Management will lapse if, inter alia: (i) the Scheme terminates, lapses or is withdrawn; or (ii) a
person other than H&F Bidco (or any person acting in concert with it) announces an offer for SSP pursuant to Rule 2.5 of the Code at a price
per SSP Share representing an improvement, in financial terms, as at the date of such Rule 2.5 announcement of at least 5 per cent. to the
price per SSP Share available pursuant to the Proposals.
The letter of intent from Hermes Investment Management does not state any circumstances in which it will lapse.
Appendix IV
Definitions
The following definitions apply throughout this announcement, unless the context requires otherwise:
�, Sterling, pence or p means the lawful currency of the UK.
Acquisition means the recommended acquisition of the entire issued and to be issued share capital of SSP by H&F Bidco and/or any other
entity or entities with the H&F group, to be implemented by way of the Scheme on the terms and subject to the Conditions set out or referred
to in this announcement.
AIM means the market of that name operated by the London Stock Exchange.
AXA Framlington means AXA Framlington Investment Management Limited.
BlackRock means BlackRock Investment Management (UK) Limited.
Board of SSP means the board of directors of SSP plc.
business day means any day, other than a Saturday or Sunday or a public holiday in the UK, consisting of the time period from 12.01 a.m.
until and including 12.00 midnight (London time).
Closing Price means the closing middle-market quotation of an SSP Share at the close of business on a particular trading day as derived
from the official list published for that day.
Code means The Takeover Code, as amended from time to time.
Companies Act means the Companies Act 2006.
Conditions means the conditions to the implementation of the Acquisition (including the Scheme), which are set out in Appendix I to this
announcement.
Court means the High Court of Justice in England and Wales.
Court Meeting means the meeting (and any adjournment thereof) of holders of Scheme Shares convened by order of the Court under Part 26
of the Companies Act to consider and vote on the Scheme.
Court Order means the Scheme Court Order and/or the Reduction Court Order, as the case may be.
CREST means the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear is the
operator.
Credit Suisse means Credit Suisse Securities (Europe) Limited.
Effective Date means the day on which the Scheme becomes effective in accordance with its terms.
Enterprise Value means the enterprise value of SSP of �198.2 million, being the market capitalisation of the Company based on the
Acquisition price of 190 pence, plus net debt of �40.0 million as reported in today's preliminary results for the year ended 31 March 2008
and minus cash proceeds from the assumed exercise of in-the-money share options of �3.4 million.
European Commission means the executive branch of the European Union created by the Merger Treaty (signed on 8 April 1965) as repealed
or replaced by the Amsterdam Treaty 1997.
Exchange Arrangements means the arrangements in respect of the Rollover Shares between H&F Bidco, H&F Holdco, H&F Equityco and the
Management Team, as more fully described in paragraph 15 of this announcement.
Exchange Deed means the conditional deed dated 23 July 2008 between the Management Team and H&F Bidco pursuant to which H&F Bidco has
agreed to acquire the Rollover Shares in exchange for the issue of loan notes, conditional upon the Scheme becoming effective.
Excluded Shares means any SSP Shares beneficially owed by H&F Bidco (or members of its group), any SSP Shares held in treasury by SSP
and/or the Rollover Shares.
F&C Asset Management means F&C Management Limited and F&C Asset Managers Limited
First Rollup Deed means the conditional deed dated 23 July 2008 between the Management Team and H&F Holdco pursuant to which H&F Holdco
has agreed to acquire the loan notes issued to the Management Team pursuant to the Exchange Deed conditional upon completion of the Exchange
Deed.
FSA means the Financial Services Authority.
FSMA means the Financial Services and Markets Act 2000.
General Meeting means the general meeting of SSP Shareholders (including any adjournment thereof) to be convened in connection with the
Proposals.
H&F means Hellman & Friedman LLC.
H&F Bidco means H&F Sensor Bidco Limited.
H&F Equityco means H&F Sensor Equityco Limited.
H&F Funds means certain funds managed and advised by H&F.
H&F Holdco means H&F Sensor Holdco Limited.
Hermes Investment Management means Hermes Investment Management Limited as agent of the BT Pension Scheme Trustees Limited as Trustee of
the BT Pension Scheme.
Implementation Agreement means the implementation agreement between H&F Bidco and SSP dated 23 July 2008.
Independent Competing Proposal means a proposed offer, merger, acquisition, scheme of arrangement, recapitalisation or other business
combination, or similar transaction, relating to any direct or indirect acquisition of more than twenty per cent. of the SSP Shares or all
or any material part (being twenty per cent. or more, by reference to the SSP Group's gross assets or turnover, as set out in its statutory
accounts for the year ended 31 March 2007) of the business or assets of SSP proposed by any third party which is not acting in concert (as
defined in the Code) with H&F Bidco, or any other arrangement or transaction or series of the same which is inconsistent with the
implementation of the Proposals.
Independent Directors means Gren Folwell, Stephen Verrall, Steve Broughton and Barney Quinn, each of whom is a non-executive director of
SSP not having a conflict of interest in relation to the Proposals.
Independent Shareholders means all SSP Shareholders other than the Management Team and any immediate family members or other relevant
trusts of any member of the Management Team holding interests in SSP Shares which are not sufficiently independent to be treated as
independent shareholders for the purposes of voting at the General Meeting.
Investment and Shareholders' Agreement means the conditional investment and shareholders' agreement in relation to H&F Equityco dated 23
July 2008.
KBC Peel Hunt means KBC Peel Hunt Ltd.
Listing Rules means the listing rules made by the FSA under section 73A of the Financial Services and Markets Act 2000, as amended from
time to time.
London Stock Exchange means London Stock Exchange plc.
Major Transaction means any proposal by any member of the SSP Group to dispose of any significant part of its business or assets, or any
other transaction requiring the approval of SSP Shareholders under the AIM Rules or under Rule 21.1 of the Code.
Management Arrangements means the proposed arrangements to be entered into with the Management Team, as described in this announcement
and in particular, in paragraph 15 hereof.
Management Team means David Rasche, Laurence Walker, Nicholas Bate, Steven Bow, David Waring, Philip Ashton, Paul Clayton, Guy Oliver,
Richard Crocker, Ramsay Adams, Joanne Gordon, Michael Hyland, James Woodley and Stephen Stiles.
Meetings means the Court Meeting and the General Meeting.
New SSP Shares means the new ordinary shares of 0.1 pence each in the capital of SSP to be issued to H&F Bidco in accordance with the
Scheme.
Panel means The Panel on Takeovers and Mergers.
Proposals means the offer by H&F Bidco to acquire the entire issued and to be issued share capital of SSP to be implemented by way of
the Scheme and the other matters to be considered at the Meetings.
Reduction means the proposed reduction of capital under Part V of the Companies Act 1985 associated with the Scheme.
Reduction Court Hearing means the hearing by the Court of the application to confirm the Reduction.
Reduction Court Order means the order of the Court, to be granted at the Reduction Court Hearing, confirming the Reduction.
Reduction Record Time means 6.00 pm on the business day immediately prior to the date on which the Court confirms the Reduction.
Regulatory Information Service means any of the services set out in Appendix III to the Listing Rules.
Rollover Shares means the 11,043,935 SSP Shares held by the Management Team which do not form part of the Scheme Shares, being 5,012,343
SSP Shares registered in the name of, or beneficially owned by, David Rasche, 3,269,762 SSP Shares registered in the name of, or
beneficially owned by, Laurence Walker, 1,504,398 SSP Shares registered in the name of, or beneficially owned by, Nicholas Bate and a total
of 1,257,432 SSP Shares registered in the names of, or beneficially owned by, the other members of the Management Team.
Scheme means the scheme of arrangement under Part 26 of the Companies Act to be proposed by SSP to the SSP Shareholders as described
herein, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by SSP and H&F Bidco.
Scheme Court Hearing means the hearing by the Court of the application to sanction the Scheme.
Scheme Court Order means the order of the Court, to be granted at the Scheme Court Hearing, sanctioning the Scheme under Part 26 of the
Companies Act.
Scheme Document or Scheme Documentation means the document to be addressed to, among others, SSP Shareholders containing, among other
things, the Scheme and the notices of the Meetings.
Scheme Shareholders means holders of Scheme Shares.
Scheme Shares means the SSP Shares:
1. in issue at the date of the Scheme Document;
2. (if any) issued after the date of the Scheme Document and before the Voting Record Time; and
3. (if any) issued on or after the Voting Record Time and at or before the Reduction Record Time in respect of which the original or
any subsequent holders thereof are bound by the Scheme or in respect of which the holder thereof shall have agreed in writing to be bound by
the Scheme,
in each case other than the Excluded Shares.
Second Rollup Deed means the conditional deed dated 23 July 2008 between the Management Team and H&F Equityco pursuant to which H&F
Equityco has agreed to acquire the loan notes issued to the Management Team pursuant to the First Rollup Deed conditional upon completion of
the First Rollup Deed.
Special Resolution means the special resolutions to approve, among other things, the cancellation of the issued share capital of SSP,
the alteration of SSP's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of SSP
Shares.
SSP means SSP Holdings plc.
SSP Group means SSP, its subsidiaries and subsidiary undertakings.
SSP Share Schemes means the SSP Holdings plc 2006 Performance Share Plan, the SSP Holdings plc Savings-Related Share Option Scheme, the
SSP Holdings plc 2006 Discretionary Share Option Plan, the SSP Holdings plc 2008 Phantom Plan and the SSP Holdings plc 2008 (Contractors)
Phantom Plan.
SSP Shareholders means holders of SSP Shares.
SSP Shares means ordinary shares of 0.1 pence each in the capital of SSP.
UK means the United Kingdom of Great Britain and Northern Ireland.
UK Listing Authority means the FSA acting in its capacity as the competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000.
Voting Record Time means 6:00pm on the date which is two days before the date of the Court Meeting or, if the Court Meeting is
adjourned, 6:00pm on the second day before the date of such adjourned meeting.
All times referred to are London time unless otherwise stated.
For the purposes of this announcement, subsidiary, subsidiary undertaking and undertaking have the meanings given by the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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