RNS Number:8492I
Royal Liver Assurance
18 March 2003
Summary Announcement
Royal Liver Assurance Limited
18 March 2003
Not for release, publication or distribution into the United States, Canada,
Australia, Japan or the Republic of Ireland.
Recommended Offer by
PricewaterhouseCoopers Corporate Finance
on behalf of
Royal Liver (IFA Holdings) plc ("Newco")
a wholly-owned subsidiary of Royal Liver Assurance Limited ("Royal Liver")
for
Park Row Group plc ("Park Row")
(formerly Birchin International plc)
* Royal Liver and the Independent Directors of Park Row announce that
they have reached agreement on the terms of a recommended Offer, to be made by
PricewaterhouseCoopers Corporate Finance on behalf of Newco, a wholly owned
subsidiary of Royal Liver, to acquire the whole of the issued and to be issued
share capital of Park Row.
* The Offer of 56p in cash for each Park Row Share values the existing
issued share capital of Park Row at approximately #16.7 million and represents a
premium of 57.7 per cent over the Closing Price of 35.5p per Park Row Share on
14 March 2003 (the last dealing day prior to the announcement that the Company
was in talks that might lead to an offer being made for the Company).
* Park Row Shareholders may elect to receive the Earn-Out Alternative
instead of the cash consideration to which they would otherwise be entitled
under the terms of the Offer. The Earn-Out Alternative is 9p in cash, plus 21p
in Guaranteed Loan Notes, plus Earn-Out Loan Notes of a variable amount which
will depend on the financial performance of Park Row in the year ending 31
December 2005.
* Newco has received irrevocable undertakings to accept the Offer from
the Independent Directors, certain Park Row Management and their connected
persons, certain Park Row IFAs, the Employee Benefit Trust and Skandia, in
respect of their holdings in Park Row, representing approximately 37.3 per cent.
of the issued share capital of the Company. The undertakings from Park Row
Management (other than those from the Independent Directors and their connected
persons) and from Park Row IFAs are to accept the Offer and elect for the
Earn-Out Alternative.
* Royal Liver believes that ownership of Park Row will broaden its
opportunities for distribution and product development in the context of
regulatory developments that are taking place in the UK financial services
sector, including depolarisation and proposals for 'stakeholder' products.
* The transaction will provide access to additional sources of capital
otherwise unavailable to Park Row and will therefore bring additional financial
strength and stability to reinforce Park Row's plans for future growth. Under
Royal Liver's ownership, Park Row believes it can continue to build on its
successful multi-platform distribution model of providing advice, for a fee or
commission, either on-line, face to face or on the telephone.
* The Independent Directors, who have been so advised by Bridgewell,
consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Park Row Shareholders accept the Offer.
* In a separate announcement today, Park Row released its preliminary
results for the 15 months ended 31 December 2002.
Commenting on the Offer, Steve Burnett, Chief Executive of Royal Liver, said:
"We were strongly attracted by the distribution model that has been developed at
Park Row and the vision of the management team that has put it together. This
model is a perfect match with our own vision for the future and we look forward
to enabling them to achieve their ambitious plans. There has been a lot of
change going on at Royal Liver over the last two years and we too have ambitious
plans. The acquisition of Park Row will give us scope to implement those plans
whilst maintaining our traditional core business strengths."
"We continue to be committed to our own direct sales force and intend to enhance
the product and service offerings available through this channel. Through the
acquisition of Park Row we will be looking to broaden our product range further
to bring in products for the intermediary market. There are a lot of changes
going on in this industry and we aim to keep up with them."
Commenting on the Offer, Richard Abbott, Chief Executive of Park Row, said:
"Park Row has bold plans to strengthen our position in the financial services
distribution marketplace. To help us take our strategy forward we have
considered all our options including fund raising to support organic growth,
potential mergers and institutional investment in Park Row. It has been a busy
few months. Out of all the options open to us, this was definitely the best fit
with the Board's objectives for growing the Park Row business model."
"Park Row will maintain its own brand and will continue to build the IFA
business. As part of Royal Liver we will have access to sources of capital
required to continue building the Park Row company and brand. We intend to
pursue our strategy of building a multi-platform distribution company that will
work with whatever regulatory structure comes out of the Government's plans. We
have a strong infrastructure in place for our business and believe that this
transaction will enable us to improve our proposition to advisers."
The full announcement from which this summary has been extracted has been issued
on behalf of Royal Liver and Newco by PricewaterhouseCoopers Corporate Finance.
This summary should be read with the full text of the following announcement.
Enquiries:
Royal Liver
Steve Burnett, Chief Executive 0151 600 4146
PricewaterhouseCoopers Corporate Finance
Graeme Johnston 020 7804 5626
Gerry Young 020 7212 4027
Park Row
Richard Abbott, Chief Executive 0207 929 6633
Bridgewell
John Craven 020 7003 3108
Steve Travers 020 7003 3114
Notes to editors:
Royal Liver
Royal Liver is an incorporated friendly society and was founded in Liverpool in
1850. In 1911 it built and opened the landmark Royal Liver Building which
continues to be its head office for its operations throughout the United Kingdom
and the Republic of Ireland.
Today, Royal Liver employs around 2,500 people and offers a wide range of
financial services and products including life assurance, serious illness
survival cover, savings and stakeholder pensions. General insurance products
are offered through Royal Liver Insurance Services and mortgages can be arranged
through Royal Liver Mortgage Services, subsidiary companies of Royal Liver.
Royal Liver is regulated by the Financial Services Authority.
Park Row
Park Row is one of the largest firms providing financial advice in the UK. There
are approximately 300 IFAs and mortgage advisers within the Group, located in 24
offices throughout the UK. The Group includes the following businesses:
* Park Row Associates plc
* Park Row Financial Advisers Limited
* Park Row Independent Mortgages Limited
* Park Row GmbH
* Advice Online Limited
Park Row Group Limited was incorporated in February 1998 and in May 2002 became
an AIM listed company following the reverse takeover of Birchin International
Plc.
PricewaterhouseCoopers is authorised by the Financial Services Authority to
carry on investment business. PricewaterhouseCoopers Corporate Finance, a
division of PricewaterhouseCoopers, is acting exclusively for Royal Liver and
Newco and for no one else in relation to the Offer and will not be responsible
to anyone other than Royal Liver and Newco for providing the protections
afforded to clients of PricewaterhouseCoopers or for giving advice in relation
to the Offer or any other matter referred to in this announcement.
Bridgewell, which is regulated by the Financial Services Authority, is acting
exclusively for Park Row and for no one else in connection with the Offer and
will not be responsible to anyone other than Park Row for providing the
protections afforded to clients of Bridgewell or for giving advice in connection
with the Offer or any other matter referred to in this announcement.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex or telephone) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the USA, or in or
into Canada, Australia, Japan or the Republic of Ireland and the Offer is not
capable of acceptance by any such use, means or instrumentality or facilities or
from or within the USA, Canada, Australia, Japan or the Republic of Ireland.
Accordingly, copies of this announcement will not be, and must not be mailed, or
otherwise distributed or sent in, into or from the USA, Canada, Australia, Japan
or the Republic of Ireland and persons receiving this announcement (including
custodians, nominees and trustees) must not distribute it in, into or from the
USA, Canada, Australia, Japan or the Republic of Ireland.
Full text of the announcement
Royal Liver Assurance Limited
18 March 2003
Not for release, publication or distribution into the United States, Canada,
Australia, Japan or the Republic of Ireland.
Recommended Offer by
PricewaterhouseCoopers Corporate Finance
on behalf of
Royal Liver (IFA Holdings) plc ("Newco")
a wholly owned subsidiary of Royal Liver Assurance Limited ("Royal Liver")
for
Park Row Group plc ("Park Row")
(formerly Birchin International plc)
1. Introduction
Royal Liver and the Independent Directors of Park Row announce that they have
reached agreement on the terms of a recommended Offer, to be made by
PricewaterhouseCoopers Corporate Finance on behalf of Newco, a wholly owned
subsidiary of Royal Liver, to acquire the whole of the issued and to be issued
share capital of Park Row.
The Offer of 56p in cash for each Park Row Share values the existing issued
share capital of Park Row at approximately #16.7 million and represents a
premium of 57.7 per cent over the Closing Price of 35.5p per Park Row Share on
14 March 2003 (the last dealing day prior to the announcement that the Company
was in talks that might lead to an offer being made for the Company) and a
premium of 6.7 per cent. over the Closing Price of 52.5p per Park Row Share on
17 March 2003 (the last dealing day prior to this announcement).
Given the intention that they should have a continuing role with Newco and Park
Row if the Offer becomes or is declared unconditional in all respects, Richard
Abbott, Tim Newman, J-P Wilkins and Edward Fitzsimmons are not considered to be
independent. Accordingly each of Richard Abbott, Tim Newman, J-P Wilkins and
Edward Fitzsimmons is precluded from providing advice in respect of, or
recommending the terms of, the Offer. Accordingly, the recommendation contained
in this announcement is made by the Independent Directors only.
Definitions of certain expressions used in this announcement are set out in
Appendix III.
2. Background to and reasons for the Offer
Since the reverse takeover of Birchin International plc (subsequently renamed
Park Row Group plc) by Park Row Group Limited in May 2002, Park Row Management
and Park Row IFAs have remained significant shareholders in the Company which
has resulted in limited liquidity in the Company's shares.
In view of the small market capitalisation of Park Row and the lack of trading
in its shares, the Park Row Directors have found it hard to find independent
brokers' analysts to research the Company. The Park Row Directors are also
mindful of the lack of appetite amongst institutions for shares in small public
companies in current market conditions.
Over the last six months, Park Row's new business figures have remained strong.
This is mainly due to the fact that Park Row's business mix is substantially
geared towards the protection and mortgage marketplace. However, being a small
public company within a small and relatively specialist sector, it has proved
difficult for Park Row to differentiate itself from its peer group of listed
financial advice firms.
The Park Row Directors believe that the above factors have significantly reduced
the benefits to Park Row of maintaining a listing. To support further growth in
its business, Park Row would need to gain access to additional capital during
the course of this year, and the Park Row Directors believe that this can best
be achieved by becoming part of a larger and well-capitalised group.
Royal Liver believes that ownership of Park Row will broaden its opportunities
for distribution and product development in the context of regulatory
developments that are taking place in the UK financial services sector. These
developments include the expected changes in restrictions on IFAs selling
products provided by financial partners, the expected development of '
multi-tied' agents that sell the products of a limited range of providers and
the proposals contained in the Sandler Report for low cost 'stakeholder'
financial products.
The Park Row Directors believe that the transaction will provide access to
additional sources of capital otherwise unavailable to Park Row and will
therefore bring additional financial strength and stability to reinforce Park
Row's plans for future growth. Under Royal Liver's ownership, the Company
believes that it can continue to build on its successful multi-platform
distribution model of providing advice, for a fee or commission, either on-line,
face to face or on the telephone.
Accordingly, PricewaterhouseCoopers Corporate Finance has today announced the
terms of an Offer to be made on behalf of Newco, for the entire issued and to be
issued share capital of Park Row in order to return the Company to private
ownership.
3. The Offer
On behalf of Newco, PricewaterhouseCoopers Corporate Finance will offer to
acquire, on the terms and subject to the conditions set out or referred to
Appendix I to this announcement and to be set out in the Offer Document and Form
of Acceptance, all of the Park Row Shares on the following basis:
For each Park Row Share 56p in cash
The Offer extends to all Park Row Shares currently in issue, or unconditionally
allotted or issued (including any which are allotted or issued pursuant to the
exercise of options under the Park Row Share Option Schemes) before the date and
at the time upon which the Offer ceases to be open for acceptance or any earlier
date and time as Newco may, subject to the City Code or with the consent of the
Panel, decide.
4. The Earn-Out Alternative
Royal Liver requires that certain Park Row Management and certain Park Row IFAs,
who hold significant numbers of Park Row Shares, retain an economic interest in
the future performance of the business to provide them with appropriate
incentives to grow the business profitably under Royal Liver's ownership and to
demonstrate confidence in Park Row's future prospects. Newco is therefore
offering an Earn-Out Alternative whereby accepting Park Row Shareholders will be
entitled to elect to receive a combination of cash, Guaranteed Loan Notes and,
subject to the terms and conditions to be set out in the Offer Document,
Earn-Out Loan Notes, in lieu of the cash consideration to which they would
otherwise be entitled under the Offer.
Pursuant to the Earn-Out Alternative, Park Row Shareholders who validly accept
the Offer will be able to elect to receive the following:
For each Park Row Share 9p in cash; plus
21p in Guaranteed Loan Notes; plus
Earn-Out Loan Notes of a variable amount.
The full terms of the Earn-Out Alternative will be set out in the Offer
Document.
The Earn-Out Alternative is available to all Park Row Shareholders who validly
accept the Offer, subject to receipt of elections for such alternative in
respect of not more than 11,454,567 Park Row Shares representing approximately
38.4 per cent. of the issued share capital of Park Row. To the extent that valid
elections for the Earn-Out Alternative exceed this maximum prior to the date on
which the Offer becomes or is declared unconditional in all respects, such
elections shall be scaled back pro rata as nearly as practicable. If elections
in respect of less than 11,454,567 Park Row Shares are received prior to the
date upon which the Offer becomes or is declared unconditional in all respects,
all elections received after such date shall be scaled back in accordance with
the provisions to be set out in the Offer Document. If elections for the
Earn-Out Alternative are scaled back, Park Row Shareholders will receive the
balance of the consideration in cash.
The Earn-Out Alternative will initially remain open for acceptance until 3:00 pm
on the First Closing Date. If the Offer becomes or is declared unconditional as
to acceptances by reference to acceptances received at or before that time, the
Earn-Out Alternative will remain open for acceptance for a further period of 14
days, but will then be closed. If the Offer does not become or is not declared
unconditional as to acceptances by reference to acceptances received at or
before 3:00 pm on the First Closing Date, Newco reserves the right to extend the
period for acceptance of the Earn-Out Alternative or to close the Earn-Out
Alternative and to re-introduce it subsequently as long as the Offer is still
unconditional as to acceptances. The right is also reserved to revise, increase
and/or extend the Earn-Out Alternative should the Panel so agree or in the event
of a competitive situation arising.
The decision as to whether to elect for the Earn-Out Alternative in lieu of the
cash consideration receivable under the Offer will be influenced by a number of
factors. Park Row Shareholders are referred to paragraphs 4(a) and 4(c) below
which set out certain considerations that should be taken into account before
any decision is made to elect for the Earn-Out Alternative.
(a) Factors to consider in relation to the Earn-Out Alternative
Park Row Shareholders' decision as to whether or not to elect for the Earn-Out
Alternative will depend upon their individual circumstances, including their tax
position, and their attention is drawn to the paragraph below.
Before deciding to elect for the Earn-Out Alternative, Park Row Shareholders
should also bear in mind that:
(i) neither the Guaranteed Loan Notes nor the Earn-Out Loan Notes will be
listed on any stock exchange, nor is it Newco's current intention to offer any
trading facility for them;
(ii) neither the Guaranteed Loan Notes nor the Earn-Out Loan Notes will be
transferable, other than to certain family members and related trusts of the
holder, nor will they be capable of being charged or assigned by way of security
(other than in very limited circumstances);
(iii) the Guaranteed Loan Notes and Earn-Out Loan Notes are not bank
guaranteed. The Guaranteed Loan Notes cannot be redeemed before 31 December
2005 and the Earn-Out Loan Notes will not be capable of redemption until six
months after the date of issue. Although Royal Liver is a life assurance company
that must meet certain minimum solvency requirements under its regulatory
regime, there can be no certainty that Royal Liver will be able to meet its
financial obligations under the guarantee, in whole or in part, if called upon
to do so;
(iv) following the Offer becoming unconditional in all respects, Royal Liver
will control Park Row and the conduct of its business. In particular, Royal
Liver will be able to exercise an influence over the financial performance of
Park Row, thereby directly affecting the ultimate value of the Earn-Out Loan
Notes, although Royal Liver has agreed to give certain undertakings about its
exercise of control over Park Row during the Earn-Out period, details of which
will be contained in the Offer Document. As the nominal value of the Earn-Out
Loan Notes is dependent upon the Adjusted Park Row Group Turnover for the year
ending 31 December 2005, there can be no certainty as to whether the Earn-Out
Loan Notes will have any value;
(v) the ability of Park Row to record Adjusted Park Row Group Turnover in
excess of #20 million in the year ending 31 December 2005 is dependent upon the
provision of additional working capital to fund growth in the business. There
can be no guarantee that such funding will be provided; and
(vi) the ability of Park Row to record Adjusted Park Row Group Turnover in
excess of #20 million in the year ending 31 December 2005 is subject to certain
commercial risks as set out in paragraph 4(c) below.
Hence the only certain consideration receivable by a Park Row Shareholder
electing for the Earn-Out Alternative will be 9p in cash and 21p in Guaranteed
Loan Notes. In order for the value of the consideration payable in accordance
with the Earn-Out Alternative to exceed the value of the Offer, Park Row must
achieve Park Row Group Turnover for the year ending 31 December 2005 of at least
#25 million and Park Row Contribution Margin of at least 25 per cent. This
compares with pro-forma turnover of #9.9 million for the continuing Park Row
Group for the 12 months ended 31 December 2002.
(b) Guaranteed Loan Notes
Park Row Shareholders accepting the Offer and electing to receive the Earn-Out
Alternative will receive Guaranteed Loan Notes with a nominal value of 21p for
each Relevant Park Row Share. The Guaranteed Loan Notes will be issued, credited
as fully paid and in denominations of #1.00. Fractions of Guaranteed Loan Notes
will not be issued and entitlements thereto will be rounded down to the nearest
whole #1.00. Park Row Shareholders should note that the Guaranteed Loan Notes
will bear interest at a fixed rate of 4 per cent. per annum payable in cash
twice yearly on 30 June and 31 December in arrears, following the date of issue,
(the first such interest payment being due on 31 December 2003) and will be
redeemable at par at any time from 31 December 2005 until 31 December 2008, on
which date they will be compulsorily redeemed at their nominal value. The
principal of, and the interest on, the Guaranteed Loan Notes will be guaranteed
by Royal Liver.
Based on market conditions on 17 March 2003 (the latest practicable date prior
to this announcement), if the Guaranteed Loan Notes had been in issue on that
date, PricewaterhouseCoopers Corporate Finance estimates that their value would
have been not less than 96p per #1.00 in nominal value.
No application has been or will be made for the Guaranteed Loan Notes to be
listed or dealt in on any recognised stock exchange. The Guaranteed Loan Notes
will only be transferable to certain family members and related trusts of each
holder and will only be capable of being charged or assigned by way of security
to a bank or other financial institution in very limited circumstances.
Further details of the principal terms of the Guaranteed Loan Notes will be set
out in the Offer Document.
(c) Earn-Out Loan Notes
Pursuant to the Earn-Out Alternative, Park Row Shareholders will have the right
to receive Earn-Out Loan Notes of a variable amount depending on Adjusted Park
Row Group Turnover (which will be derived by reference to Park Row Group
Turnover and Park Row Contribution Margin) in the year ending 31 December 2005.
Shown below, for information only, is the range of nominal values for the
Earn-Out Loan Notes per Relevant Park Row Share on the assumption that Adjusted
Park Row Group Turnover for the year ending 31 December 2005 lies in the range
of #20 million to #35 million.
Adjusted Park Row Group Turnover for #20m
the year ending 31 December 2005 or less* #25m #30m #35m
Nominal value of Earn-Out Loan Notes per Relevant Park Row
Share 0p 26p 40p 55p
*If Adjusted Park Row Group Turnover is less than #20 million, no Earn-Out Loan
Notes will be issued.
Adjusted Park Row Group Turnover will be calculated by reference to the Park Row
Group Turnover, less a pro-rata adjustment if the Park Row Contribution Margin
is less than 25 per cent. A worked example of the calculation of Adjusted Park
Row Group Turnover and a range of the nominal values of the Earn-Out Loan Notes
will be set out in the Offer Document.
Park Row Shareholders should note that in the 12 month period ended 31 December
2002, the continuing Park Row Group recorded pro-forma turnover of #9.9 million.
The ability of Park Row to record Adjusted Park Row Group Turnover in excess of
#20 million in the year ending 31 December 2005, and thereby for Earn-Out Loan
Notes to be issued, is uncertain and is dependent upon, inter alia:
* Park Row's ability to recruit and retain a significant number of
additional IFAs of sufficient quality;
* a healthy market continuing for the sale of protection and mortgage
products, which is dependent in part upon the volume of transactions in the UK
housing market;
* there being no adverse change in the terms of business between Park
Row and its principal product providers as a result of the change in ownership;
and
* there being no adverse change in the commission structure payable by
Park Row to IFAs which could reduce the Park Row Contribution Margin to below 25
per cent.
There can be no guarantee that Park Row will be able to record Adjusted Park Row
Group Turnover of greater than #20 million in the year ending 31 December 2005,
in which case no Earn-Out Loan Notes will be issued.
The Earn-Out Loan Notes (if any) will be issued in substantially the same form
as the Guaranteed Loan Notes. It is expected that the Earn-Out Loan Notes, if
any, will be issued shortly after the Adjusted Park Row Group Turnover has been
calculated based on the audited accounts of Park Row for the year ending 31
December 2005, which is expected to occur before 30 June 2006. The Earn-Out
Loan Notes will be redeemable by holders at any time between the date 6 months
from their date of issue and 31 December 2008, will be guaranteed as to
principal and interest by Royal Liver, and with effect from 1 January 2006 will
bear interest at a fixed rate of 4 per cent. per annum payable in cash twice
yearly on 30 June and 31 December in arrears. The first such interest payment
date will be 31 December 2006.
No application has been made or will be made for the Earn-Out Loan Notes to be
listed or dealt in on any recognised stock exchange. The Earn-Out Loan Notes
will only be transferable to certain family members or related trusts of the
holder, and may only be charged or assigned following issue by way of security
to a bank or other financial institution, with the consent of Royal Liver. The
right to receive Earn-Out Loan Notes will not be transferable and will not be
capable of being charged or assigned by way of security in any circumstances.
Full particulars of the Earn-Out Alternative and the Earn-Out Loan Notes will be
set out in the Offer Document.
5. Irrevocable undertakings to accept the Offer
Irrevocable undertakings to accept the Offer have been received by Newco in
respect of 11,133,485 Park Row Shares representing approximately 37.3 per cent.
of Park Row's issued share capital as summarised below:
Percentage of
issued share
Shareholder Park Row Shares capital
(a) Directors
Richard Lassen 37,500 0.13
Anthony Minns 25,000 0.08
Tim Newman 1,558,863 5.22
J-P Wilkins 1,536,623 5.15
Edward Fitzsimmons 1,565,526 5.24
(b) Park Row regional managers and Park Row IFAs
Andrew Morrell 1,120,970 3.75
Nicholas Thomas 944,868 3.17
Stephen Nunwick 555,073 1.86
Katharine Hoggard 554,640 1.86
Alan Parkin 527,324 1.77
(c) Other shareholders
Employee Benefit Trust 832,098 2.79
Skandia 1,875,000 6.28
Total 11,133,485 37.30
Richard Abbott has undertaken to procure that the trustee of the DB (UK)
Supplementary Pension Scheme accepts the Offer in respect of 135,000 Park Row
Shares in which he has a beneficial interest.
The irrevocable undertakings from Tim Newman, J-P Wilkins and Edward
Fitzsimmons, and from the Park Row regional managers and Park Row IFAs are to
accept the Offer and elect for the Earn-Out Alternative. These undertakings and
the undertakings from the other Park Row Directors will remain binding even in
the event of a higher competing offer from a third party being made for Park Row
unless the Offer lapses or is withdrawn.
The undertakings from the Employee Benefit Trust and Skandia contain rights of
withdrawal in the event that an offer of 62p or more is made by a third party,
and will cease to be binding if the Offer lapses or is withdrawn.
6. Further details of the Offer
Park Row Shares to be acquired under the Offer will be acquired by Newco free
from all liens, charges, encumbrances, equitable interests, rights of
pre-emption and any other third party rights of any nature whatsoever and
together with all rights now and hereafter attaching thereto, including the
right, in full, to all dividends and other distributions declared, made or paid
hereafter.
The Offer, including the Earn-Out Alternative, will be subject to the further
terms and conditions to be set out or referred to in the Offer Document and Form
of Acceptance.
7. Information on Newco and financing arrangements
Newco is a newly incorporated, wholly owned subsidiary of Royal Liver formed
specifically for the purpose of making the Offer. Upon completion of the Offer,
it is intended that Richard Abbott, Chief Executive of Park Row, will be invited
to join the Newco Board.
It is the intention of the Newco Board to continue to develop the Park Row
business, providing continuity of the relationship with clients, suppliers and
Park Row IFAs.
Subject to the Offer becoming or being declared unconditional in all respects,
cash from Royal Liver will be used to fund the Offer and associated fees, costs,
expenses and any other costs associated with the acquisition of Park Row Shares
following the announcement of the Offer.
Dependent upon the level of elections to receive the Earn-Out Alternative,
between #11.3 million and #12.8 million of the consideration payable under the
Offer will be satisfied in cash and the balance will be satisfied by Guaranteed
Loan Notes and Earn-Out Loan Notes, as appropriate.
8. Information on Royal Liver
Royal Liver is an incorporated friendly society established in 1850 and based in
Liverpool. It offers savings, pension and insurance products, sold principally
through its own direct sales force.
Royal Liver is one of the leading mutual life offices in the UK, with total
assets of #2.7 billion and Free Assets of #318 million as at 31 December 2001.
In the year ended 31 December 2001, it generated gross written premiums of #228
million, from an estimated customer base of 1.25 million members holding
approximately 2.5 million policies in-force.
The Royal Liver Directors' estimate that due to weak equity markets and other
adverse market conditions for UK life assurers in 2002, as at 31 December 2002
Royal Liver's Free Assets will have fallen below that recorded at 31 December
2001, although will still represent a surplus over the Financial Services
Authority's minimum solvency requirement.
In February 2002, the industrial branch business of Irish Life Assurance plc was
transferred to Royal Liver for #108 million.
Further information on Royal Liver will be set out in the Offer Document.
9. Information on Park Row
Park Row's principal business is the sale of investment, pension, protection and
mortgage products through IFAs across the UK. Park Row Group Limited was formed
in February 1998 and as at 5 March 2003 the Park Row Group employed 107
full-time staff and had approximately 300 IFAs and mortgage advisers, working
from 24 offices throughout the UK.
Park Row sells the products of a number of product providers including Skandia,
Scottish Provident, Scottish Equitable, Friends Provident and Standard Life,
although it is not tied to any one particular product provider.
In May 2002 Park Row Group Limited completed the reverse takeover of Birchin, a
financial services investment company listed on AIM, and the combined entity was
renamed Park Row Group plc.
The Group is made up principally of five component businesses:
* Park Row Associates plc, which provides independent financial advice
principally to the mass market;
* Park Row Financial Advisers Limited, which provides independent
financial advice and is directly regulated;
* Park Row Independent Mortgages Limited, which provides independent
mortgage advice to the mass market;
* Advice Online Limited, the Group's 75 per cent. owned online
independent financial advice website; and
* Park Row GmbH, the Group's 74 per cent. owned provider of independent
financial advice to the German mass market, operating from three offices in
Germany.
Further information on Park Row will be set out in the Offer Document.
The preliminary results of Park Row for the 15 months ending 31 December 2002
are set out in a separate announcement made today.
10. Directors, management and employees of Park Row
Newco has confirmed that the existing employment rights, including pension
rights, of all management and employees of Park Row will be safeguarded in the
event that the Offer becomes or is declared unconditional in all respects.
The Independent Directors will resign from the Park Row Board following the
successful completion of the Offer.
Royal Liver has undertaken that, upon completion of the Offer, a bonus pool will
be made available to enable the appropriate ongoing incentivisation schemes to
be put in place to grow the business. Participants in the 2003 Schemes may also
be invited to participate in the bonus pool. The aggregate amount payable from
the bonus pool will be between #nil and #3.0 million, assuming Adjusted Park Row
Group Turnover for the year ending 31 December 2005 of between #20 million and
#50 million.
An entitlement has accrued in respect of incentivisation schemes to the benefit
of certain regional and branch managers and staff of Park Row in respect of
811,317 Park Row Shares. These shares have not been issued and Royal Liver has
undertaken to replace the entitlement to these shares with consideration
equivalent to the Earn-Out Alternative, subject to the successful completion of
the Offer.
11. Park Row Share Option Schemes
The Offer will extend to all Park Row Shares which are unconditionally allotted
or issued (including any which are so alloted or issued pursuant to the exercise
of existing options granted under the Park Row Share Option Schemes) whilst the
Offer remains open for acceptance (or by such earlier date as Newco may, subject
to the City Code, determine, such earlier date not being earlier than the date
on which the Offer becomes or is declared unconditional as to acceptances or,
such later date as Newco may, subject to the City Code and with the consent of
the Panel, determine). All outstanding options granted under the Park Row Share
Option Schemes have an exercise price greater than the amount per Park Row Share
being offered in accordance with the Offer and, provided that remains the case,
the Independent Directors of Park Row do not recommend Park Row Share Option
Holders to exercise their options with a view to accepting the Offer.
With the consent of the Panel, no offer will be made to the holders of options
granted under the Park Row Share Option Schemes in accordance with Rule 15 of
the City Code, so long as the options have an exercise price greater than the
price of the Offer.
12. Recommendation
The Independent Directors of Park Row, who have been so advised by Bridgewell,
believe that the Offer is fair and reasonable and unanimously recommend that
Park Row Shareholders accept the Offer, as they have irrevocably committed to do
in respect of their entire holdings of 62,500 Park Row Shares. The Independent
Directors will be assenting their Park Row Shares to the Offer for cash. In
providing advice to the Independent Directors of Park Row, Bridgewell has taken
account of the commercial assessments of the Park Row Directors.
In respect of the Earn-Out Alternative specifically, however, each Park Row
Shareholder should consider carefully the factors to be set out in the Offer
Document and take into account his or her own financial position before deciding
what action he or she should take. In particular, in relation to the Earn-Out
Alternative, Park Row Shareholders should consider the factors set out in
paragraph 4 above.
13. General
The Offer Document will be despatched as soon as possible.
This announcement has been issued on behalf of Royal Liver and Newco by
PricewaterhouseCoopers Corporate Finance. PricewaterhouseCoopers Corporate
Finance, a division of PricewaterhouseCoopers, is acting exclusively for Royal
Liver and Newco and for no one else in relation to the Offer and will not be
responsible to anyone other than Royal Liver and Newco for providing the
protections afforded to clients of PricewaterhouseCoopers or for giving advice
in relation to the Offer or any other matter referred to in this announcement.
PricewaterhouseCoopers is authorised by the Financial Services Authority to
carry on investment business.
Bridgewell, which is regulated by the Financial Services Authority, is acting
exclusively for Park Row and for no one else in connection with the Offer and
will not be responsible to anyone other than Park Row for providing the
protections afforded to clients of Bridgewell or for giving advice in connection
with the Offer or any other matter referred to in this announcement.
Save for the arrangements with Park Row Shareholders summarised in paragraph 5
above, neither Royal Liver nor any person deemed to be acting in concert with
Royal Liver owns or controls any Park Row Shares or has any options to acquire
any Park Row Shares. Save as summarised in paragraph 5 above, neither Royal
Liver nor any person acting in concert with Royal Liver for the purposes of the
Offer has any arrangement in relation to Park Row Shares or any securities
convertible or exchangeable into Park Row Shares or options (including traded
options) in respect of or derivatives referenced to any such shares. For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
Park Row Shares which may be an inducement to deal or refrain from dealing in
such shares.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex or telephone) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the USA, or in or
into Canada, Australia, Japan or the Republic of Ireland and the Offer is not
capable of acceptance by any such use, means or instrumentality or facilities or
from or within the USA, Canada, Australia, Japan or the Republic of Ireland.
Accordingly, copies of this announcement will not be, and must not be mailed, or
otherwise distributed or sent in, into or from the USA, Canada, Australia, Japan
or the Republic of Ireland and persons receiving this announcement (including
custodians, nominees and trustees) must not distribute it in, into or from the
USA, Canada, Australia, Japan or the Republic of Ireland.
This announcement does not constitute an offer or an invitation to purchase
securities.
The value placed by the Offer on the issued share capital of Park Row has been
calculated using the total number of 29,853,395 Park Row Shares in issue on 17
March 2003 (being the latest practicable date prior to this announcement), and
therefore excludes any Park Row Shares which may fall to be issued on exercise
of outstanding options granted under the Park Row Share Option Schemes and
excludes any shares for which an entitlement has accrued but have not been
issued, as referred to in paragraphs 10 and 11 of this announcement.
Enquiries:
Royal Liver
Steve Burnett, Chief Executive 0151 600 4146
PricewaterhouseCoopers Corporate Finance
Graeme Johnston 020 7804 5626
Gerry Young 020 7212 4027
Park Row
Richard Abbott 020 7929 6633
Bridgewell
John Craven 020 7003 3108
Steve Travers 020 7003 3114
Appendix I
Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
3:00 p.m. on the First Closing Date of the Offer (or such later time(s) and/or
date(s) as Newco may, with the consent of the Panel or in accordance with the
rules of the City Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Newco may decide) of the Park Row Shares to which the
Offer relates, provided that this condition will not be satisfied unless Newco
or any other member of the Royal Liver Group shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, Park Row Shares carrying,
in aggregate, more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Park Row (on such basis as may be required
by the Panel, including for this purpose (to the extent, if any, required by the
Panel) any voting rights attaching to any Park Row Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); for this purpose:
(i) the expression "Park Row Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Act; and
(ii) Park Row Shares which have been unconditionally allotted shall to the
extent (if any) required by the Panel be deemed to carry the voting rights which
they will carry upon issue;
(b) written confirmation in a form reasonably acceptable to Newco and Royal
Liver having been received from the Financial Services Authority that it
approves the change of control of Park Row and the Park Row Group as required by
the Financial Services and Markets Act 2000 in connection with the Offer;
(c) Newco not having discovered or otherwise become aware prior to the date
when the Offer would otherwise have become or been declared unconditional that
the Secretary of State for Trade and Industry intends, or is reasonably likely,
to refer the proposed acquisition of Park Row, or any matters arising therefrom,
to the Competition Commission;
(d) no Relevant Authority having instituted, implemented or threatened (or
having decided upon the same) any action, suit, proceeding, investigation,
enquiry or reference, or made, proposed or enacted any statute, regulation,
decision or order or required any action to be taken or information to be
provided or otherwise having taken or refrained from having taken any other
action, and there not continuing to be in force any statute, regulation, rule,
order or decision that, in any such case, would or might:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by Newco (or any other member of the Wider Royal Liver Group) of any
Park Row Shares or control or management of Park Row or any member of the Wider
Park Row Group void, voidable, unenforceable or illegal under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge or materially delay, or impose material additional or
amended conditions or obligations with respect to, or otherwise materially
interfere with, any of the foregoing; or
(ii) require, prevent, delay or restrict, or alter the proposed terms for,
the divestiture by any member of the Wider Royal Liver Group or any member of
the Wider Park Row Group of all or any material part of their respective
businesses, assets or property or impose any limitation on the ability of any of
them to conduct or to own, use or operate all or any material part of the
respective businesses, assets or property owned by, or the use or operation of
which is enjoyed by, any of them, or result in any of them ceasing to be able to
carry on business, or being restricted in its carrying on of business, under any
name under which it currently does so; or
(iii) impose any material limitation on the ability of any member of the
Wider Royal Liver Group or any member of the Wider Park Row Group, directly or
indirectly, to acquire or to hold or to exercise effectively any rights of
ownership of shares or other securities (or the equivalent) in any member of the
Wider Royal Liver Group or any member of the Wider Park Row Group, or to
exercise management or voting control over any member of the Wider Royal Liver
Group or any member of the Wider Park Row Group; or
(iv) without limiting any of the foregoing, require any member of the Wider
Royal Liver Group or the Wider Park Row Group to acquire, or to offer to
acquire, any shares or other securities or indebtedness (or the equivalent) or
any other asset owned by any other person, or to dispose of or repay, or to
offer to dispose of or repay, any shares or other securities or indebtedness (or
the equivalent) in or of, or any asset owned by, any member of the Wider Royal
Liver Group or the Wider Park Row Group; or
(v) impose any material limitation on the ability of any member of the Wider
Royal Liver Group or the Wider Park Row Group to integrate their respective
businesses, or any part thereof, with any business of any other member of the
Wider Royal Liver Group or the Wider Park Row Group; or
(vi) otherwise adversely affect the business, assets, financial or trading
position or profits, prospects or value of any member of the Wider Royal Liver
Group or any member of the Wider Park Row Group in each case, to an extent
which is material in the context of such group taken as a whole; or
(vii) require a divestiture by any member of the Wider Royal Liver Group of
any of the shares in Park Row or any member of the Wider Park Row Group, and all
applicable waiting and other time periods during which any Relevant Authority
could decide to take, institute, implement or threaten any such action, suit,
proceeding, investigation, enquiry or reference having expired, lapsed or been
terminated;
(e) all necessary notifications, filings, and applications having been made
and all statutory or regulatory obligations in any jurisdiction having been
complied with, and all appropriate waiting or other time periods under any
applicable legislation or regulations of any jurisdiction having expired, lapsed
or been terminated, in each case in connection with the Offer or the acquisition
or proposed acquisition of any Park Row Shares, or of control or management of
Park Row (or any other member of the Wider Park Row Group) by Newco (or any
other member of the Wider Royal Liver Group), and all Relevant Authorisations
deemed by Newco to be necessary or appropriate for, or in respect of, the Offer
or any acquisition or proposed acquisition of any Park Row Shares, or of control
or management of Park Row (or any other member of the Wider Park Row Group), by
Newco (or any other member of the Wider Royal Liver Group) or to permit or
enable Royal Liver or Newco (or any other member of the Wider Royal Liver Group)
to carry on the business of any member of the Wider Park Row Group, having been
obtained in terms and in a form reasonably satisfactory to Newco from all
appropriate Relevant Authorities and from all appropriate persons, authorities
or bodies with whom any member of the Wider Royal Liver Group or the Wider Park
Row Group has entered into contractual arrangements, (in each case only where
the absence of such Relevant Authorisation would have, or could reasonably be
expected to have, a material adverse effect on the Wider Royal Liver Group or
the Wider Park Row Group, as the case may be, taken as a whole) and there being
no notice or intimation of any intention to revoke, modify, restrict, suspend or
not to renew any of them;
(f) save as disclosed in the preliminary announcement of final results of
Park Row for the period ended 31 December 2002 (the "31 December 2002
Preliminary Announcement") or publicly announced or as specifically disclosed in
writing by or on behalf of Park Row to Newco or Royal Liver or any of their
respective advisers in connection with the Offer prior to 18 March 2003, being
the date of this announcement, there being no provision of any Relevant
Instrument which, in consequence of the making or implementation of the Offer,
the acquisition or proposed acquisition by any member of the Wider Royal Liver
Group of any Park Row Shares or any change in the control or management of Park
Row or any other member of the Wider Park Row Group, or otherwise, provides for,
or will or could reasonably be expected to result in any of the following (to an
extent which is, or could reasonably be expected to be, material in the context
of the Wider Park Row Group taken as a whole):
(i) any money borrowed by, or any other indebtedness (actual or contingent)
of, any member of the Wider Park Row Group being or becoming repayable or
capable of being declared repayable immediately or prior to the repayment date
stated in such Relevant Instrument, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited; or
(ii) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any member of the
Wider Park Row Group or any such security (whenever arising or having arisen)
becoming enforceable or being enforced; or
(iii) any Relevant Instrument or any right, liability, obligation, interest
or business of any member of the Wider Park Row Group (or any related
arrangement) being terminated or adversely modified or adversely affected, or
any adverse action being taken, or any onerous obligation arising, under any
Relevant Instrument; or
(iv) any asset or right (including, without limitation, intellectual property
rights) or interest of, or any asset or right the use or operation of which is
enjoyed by, any member of the Wider Park Row Group being or falling to be
disposed of other than in the ordinary course of business, or charged, or
ceasing to be available to any such member, or any right arising under which any
such asset or interest or such right will or could be required to be disposed of
or charged, or will or could cease to be so available; or
(v) the interest or business of any member of the Wider Park Row Group in or
with any company, firm, body or person, or any arrangements relating to any such
interest or business, being terminated or adversely modified or affected; or
(vi) the creation of liabilities, whether actual or contingent, of any member
of the Wider Park Row Group, or the business, assets, financial or trading
position or profits, prospects or value of any member of the Wider Park Row
Group being prejudiced or adversely affected; or
(vii) any member of the Wider Park Row Group ceasing to be able, or being
restricted in being able, to carry out business under any name under which it
currently does so; or
(viii) any member of the Wider Park Row Group being required to acquire, or to
offer to acquire, any shares or other securities or indebtedness (or the
equivalent) in or of any member of the Wider Park Row Group owned by a third
party or any other asset owned by any other person or to dispose of or repay, or
to offer to dispose of or repay, any shares or other securities or indebtedness
(or the equivalent) in or of, or any asset owned by, any member of the Wider
Park Row Group, and no event having occurred which, under any provision of any
Relevant Instrument, would or could reasonably be expected to result in any of
the events or circumstances referred to in sub-paragraphs (i) to (viii) of this
paragraph (f);
(g) since 31 December 2002, and save as disclosed in the 31 December 2002
Preliminary Announcement or publicly announced or as specifically disclosed in
writing by or on behalf of Park Row to Newco or Royal Liver or any of their
respective advisers in connection with the Offer prior to 18 March 2003, being
the date of this announcement, no member of the Wider Park Row Group having:
(i) made any alteration to its Memorandum or Articles of Association or
other constitutional documents; or
(ii) recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus or other distribution,
whether in cash or otherwise (other than to Park Row or a wholly-owned
subsidiary of Park Row); or
(iii) issued or agreed to issue, authorised or proposed the issue of
additional shares of any class, or of securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or securities
or any loan capital (other than issues to Park Row or a wholly-owned subsidiary
of Park Row, and save for options granted under the Park Row Share Option
Schemes and save for Park Row Shares allotted on the exercise of any such
option) or redeemed, purchased or reduced, or authorised or proposed the
redemption, purchase or reduction of any part of its share capital; or
(iv) (other than to Park Row or a wholly-owned subsidiary of Park Row)
issued, authorised or proposed the issue of any debentures or incurred or, save
in the ordinary course of business, increased any indebtedness or contingent
liability which is (alone or in aggregate) material in the context of the Wider
Park Row Group as a whole; or
(v) entered into or varied or implemented, or authorised, proposed, or
announced its intention to enter into, vary, or implement, any contract, scheme,
transaction, commitment or other arrangement which is outside the ordinary
course of trading or which is, will or could be restrictive on the business of
any member of the Wider Royal Liver Group or the Wider Park Row Group or which
involves or will or could involve an obligation of a loss making, long term,
onerous or unusual nature or magnitude which in any such case is, or could
reasonably be expected to be, material in the context of the Wider Royal Liver
Group of the Wider Park Row Group as a whole (as the case may be); or
(vi) authorised or proposed, or effected, any merger, demerger,
reconstruction or amalgamation, or any acquisition or disposal or transfer of,
or any charge or security interest or other encumbrance in respect of, any asset
or any right, title or interest in any shares or other asset (other than in the
ordinary course of trading) which in any such case is material in the context of
the Wider Park Row Group as a whole; or
(vii) authorised or proposed or effected any mortgage charge, grant of
security interest or other third party right or encumbrance over any asset or
any right, title or interest in any shares or other asset (other than in the
ordinary course of trading) which in any such case is, or could reasonably be
expected to be, material in the context of the Wider Park Row Group as a whole;
or
(viii) entered into or varied (other than in respect of increases in
remuneration required under the terms of the relevant agreement) the terms of
any service contract or other agreement or arrangement with any of the directors
or senior executives or senior employees of any member of the Wider Park Row
Group; or
(ix) been unable or threatened 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 a substantial part thereof or ceased or threatened to
cease carrying on all or a substantial part of its business; or
(x) taken or proposed any action or had any proceedings instituted,
threatened or proposed for its winding-up (voluntarily or otherwise) or
dissolution or reorganisation (save for any such winding-up or dissolution
whilst solvent) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar or analogous officer of all or any
of its assets or revenues or for any similar or analogous matters in any
jurisdiction; or
(xi) waived or compromised any claim, other than in the ordinary course of
business, which is material in the context of the Wider Park Row Group as a
whole; or
(xii) proposed or agreed to provide or modify the terms of any share option
scheme, incentive scheme or other group benefit relating to the employment or
termination of employment of any person employed by the Park Row Group; or
(xiii) entered into any commitment, agreement or arrangement, or passed any
resolution or made any offer, with respect to, or announced an intention to
effect or to propose, any of the transactions, matters or events referred to in
this paragraph (g);
(h) since 31 December 2002, save as disclosed in the 31 December 2002
Preliminary Announcement or publicly announced or as specifically disclosed in
writing by or announced by or on behalf of Park Row to Newco or Royal Liver or
any of their respective advisers in connection with the Offer prior to 18 March
2003, being the date of this announcement:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits, prospects or value of any
member of the Wider Park Row Group which is or could reasonably be expected to
be material in the context of the Wider Park Row Group as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Park Row Group is or may become a
party (whether as a claimant, defendant or otherwise), and no investigation or
enquiry by, or complaint or reference to, any Relevant Authority against or in
respect of any member of the Wider Park Row Group, having been instituted,
announced or threatened or remaining outstanding which in any such case is or
could reasonably be expected to be material and adverse in the context of the
Wider Park Row Group as a whole;
(iii) no steps having been taken which will result in, or could reasonably
be expected to result in, the withdrawal, cancellation, termination or adverse
modification of any licence or permit held by any member of the Wider Park Row
Group in circumstances where such withdrawal, cancellation, termination or
adverse modification will or could reasonably be expected to have a material
adverse effect upon the Wider Park Row Group taken as a whole; and
(iv) no contingent or other liability having arisen or increased or become
apparent to Newco or Royal Liver which might be likely adversely to affect any
member of the Wider Park Row Group and which is or could reasonably be expected
to be material in the context of the Wider Park Row Group as a whole; and
(i) neither Newco nor Royal Liver having discovered, except as specifically
disclosed in writing by or publicly announced by or on behalf of Park Row to
Newco or Royal Liver or any of their respective advisers in connection with the
Offer prior to 18 March 2003, being the date of this announcement :
(i) that any financial or business or other information concerning the
Wider Park Row Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider Park Row Group, or disclosed at
any time by or on behalf of any member of the Wider Park Row Group in writing in
connection with the Offer to any member of the Wider Royal Liver Group or its
agents or advisers (to the extent the same has not been updated or amended by
any other information so disclosed), is materially misleading or contains a
material misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading; or
(ii) any information which materially affects the import of any such
information as is mentioned in sub-paragraph (i) of this paragraph (i); or
(iii) any undertaking in which any member of the Wider Park Row Group has a
significant economic interest and which is not a subsidiary of Park Row is
subject to any liability, contingent or otherwise, which is not fairly disclosed
in the 31 December 2002 Preliminary Announcement and which is, or could
reasonably be expected to be, material in the context of the Wider Park Row
Group as a whole; or
(iv) any circumstance exists whereby a person or class of persons would be
likely to have any claim or claims in respect of services or products supplied
by or carried out by any past or present member of the Wider Park Row Group
(including for these purposes any IFA with whom any member of the Wider Park Row
Group has any contract or other arrangement) and which is, or could reasonably
be expected to be, material in the context of the Wider Park Row Group as a
whole.
Newco reserves the right to waive all or any of the above conditions, in whole
or in part, except condition (a). Newco shall be under no obligation to waive or
treat as satisfied any of the other conditions by a date earlier than the latest
date specified above for the satisfaction thereof (or, if no such date is
specified, the date when the Offer, if such be the case, shall become or be
declared unconditional in all respects) notwithstanding that the other
conditions of the Offer may at an earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If Newco is required by the Panel to make an offer for Park Row Shares under the
provisions of Rule 9 of the City Code, Newco may make such alterations to any of
the conditions (including, without limitation, condition (a) above), or any of
the terms of the Offer as are necessary to comply with the provisions of that
Rule.
Appendix II
Responsibility Statements
1. Responsibility
(a) The Royal Liver Directors and the Directors of Newco, whose names are set out in paragraph 2 (a) and
(b) below accept responsibility for the information contained in this announcement other than that
relating to Park Row, the Park Row Group, the Park Row Directors and members of their immediate
families, related trusts and persons connected with them (within the meaning of section 346 of the
Act).
(b) The directors of Park Row, whose names are set out in paragraph 2(c) below, accept responsibility for
the information contained in this announcement other than that relating to Royal Liver, the Royal
Liver Group, the Royal Liver Directors and members of their immediate families, related trusts and
persons connected with them (within the meaning of section 346 of the Act), and that relating to the
recommendation and associated opinions of the Independent Directors.
(c) The Independent Directors of Park Row, whose names are set out in paragraph 2(c) below, accept
responsibility for the information contained in this announcement relating to the recommendation and
associated opinions from the Independent Directors.
2. Directors of Royal Liver, Newco and Park Row
(a) The directors of Royal Liver are:
Raymond Armstrong*
Bryan Barnacle*
Steve Burnett
Kevin Dobson
Michael P Kelly
Philip Knowles*
Colin Nugent
George Winslow
David Woods*
* Non executive
(b) The directors of Newco are:
Steve Burnett
Kevin Dobson
George McGregor
Mike Warr
Upon the Offer becoming or being declared unconditional in all respects, it is intended that Richard
Abbott will become a director of Newco
(c) The directors of Park Row are:
David Pinckney*
Richard Abbott
Richard Lassen*
Tim Newman
J-P Wilkins
Edward Fitzsimmons
Anthony Minns*
* Independent Directors
Appendix III
Definitions
The following definitions apply throughout this document and the accompanying
Form of Acceptance, unless the context requires otherwise:
"2003 Schemes" Park Row Group plc 2003 Regional Manager Share Option Awards,
Park Row Group plc 2003 Branch Manager Share Option Awards and
Park Row Group plc 2003 Financial Adviser Share Option Awards
"Act" the Companies Act 1985, as amended
"Adjusted Park Row Group Turnover" an amount, to be derived by reference to Park Row Group
Turnover and Park Row Contribution, the formula for the
determination of which will be set out in the Offer Document
"AIM" the Alternative Investment Market of London Stock Exchange
"Auditors" the auditors of Royal Liver for Royal Liver's financial year
ending 31 December 2005
"Australia" Australia, its possessions and territories and all areas
subject to its jurisdiction and any political subdivision
thereof
"Birchin" Birchin International plc
"Bridgewell" Bridgewell Limited
"Canada" Canada, its possessions and territories and all areas subject
to its jurisdiction and any political subdivision thereof
"City Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of a Park Row Share as derived
from AIM
"Earn-Out Alternative" the alternative under the Offer described in paragraph 4 of
this announcement, further details of which will be set out in
the Offer Document.
"Earn-Out Loan Notes" the Newco fixed rate unsecured guaranteed earn-out loan notes
to be constituted by the Earn-Out Loan Note Instrument and
issued (subject to satisfaction of certain performance
criteria) in accordance with the Earn-Out Alternative, summary
particulars of which will be set out in the Offer Document
"Earn-Out Loan Note Instrument" the instrument to be executed by Newco and Royal Liver so as to
constitute the Earn-Out Loan Notes
"Earn-Out Period" the period commencing on the date upon which the Offer becomes
or is declared unconditional in all respects and ending on 31
December 2005
"Employee Benefit Trust" the employee benefit trust administered by Investec Trust
Guernsey Limited on behalf of Park Row
"Executive Directors" Richard Abbott, Richard Lassen, Tim Newman, J-P Wilkins and
Edward Fitzsimmons
"First Closing Date" 3:00 pm on the first day on which the Offer closes as to be set
out in the Offer Document
"Form of Acceptance" the form of acceptance, election and authority for use in
connection with the Offer
"Free Assets" the excess of an insurance company's assets over its
liabilities and the regulatory minimum margin
"Guaranteed Loan Notes" the Newco fixed rate unsecured guaranteed loan notes 2005 to be
constituted by the Guaranteed Loan Note Instrument and issued
in accordance with the Earn-Out Alternative, summary
particulars of which will be set out in the Offer Document
"Guaranteed Loan Note Instrument" the instrument to be executed by Newco and Royal Liver
constituting the Guaranteed Loan Notes
"IFA" independent financial adviser being a business or individual
authorised under the Financial Services and Markets Act 2000
either directly, or as an appointed representative member of a
network, to give independent advice and to conduct investment
business
"Independent Directors" David Pinckney, Richard Lassen and Anthony Minns, none of whom
will have an ongoing role with Newco or Park Row
"Japan" Japan, its provinces and territories and all areas subject to
its jurisdiction and any political subdivision thereof
"London Stock Exchange" London Stock Exchange plc
"Newco" Royal Liver (IFA Holdings) plc, a wholly owned subsidiary of
Royal Liver
"Newco Board" and "Newco Directors" the directors of Newco
"Newco Group" Newco, its parent undertakings and its subsidiary undertakings
"Offer" the recommended offer to be made by PricewaterhouseCoopers
Corporate Finance on behalf of Newco for the whole of the
issued and to be issued share capital of Park Row on the terms
and subject to the conditions to be set out in the Offer
Document and the Form of Acceptance (including, where the
context so requires, any subsequent revision, variation,
renewal or extension thereof)
"Offer Document" the offer document (to be posted to Park Row shareholders other
than Overseas Shareholders) detailing the terms and conditions
of the Offer and the Earn-Out Alternative
"Overseas Shareholders" certain persons not resident in the United Kingdom, or who are
citizens, residents or nationals of jurisdictions outside the
United Kingdom, or who are nominees of, or custodians or
trustees for, citizens, residents or nationals of other
countries
"Panel" The Panel on Takeovers and Mergers
"Park Row" or "the Company" Park Row Group plc
"Park Row Board" or "Board" the board of directors of Park Row
"Park Row Contribution" the contribution to central overheads of Park Row Group for the
financial year ending 31 December 2005, being Park Row Group
Turnover less commissions and local branch costs, as determined
by the Auditors by reference to the accounts for Park Row Group
for the financial year ending 31 December 2005
"Park Row Contribution Margin" Park Row Contribution expressed as a percentage of Park Row
Group Turnover for the financial year ending 31 December 2005
"Park Row Directors" David Pinckney, Richard Abbott, Richard Lassen, Tim Newman, J-P
Wilkins, Edward Fitzsimmons and Anthony Minns
"Park Row Group" or "the Group" Park Row and its subsidiary undertakings
"Park Row Group Turnover" turnover of the Park Row Group (which shall exclude for these
purposes those of its subsidiary undertakings which are not
relevant companies within the meaning of section 138A (11)
Taxation of Chargeable Gains Act 1992) for the year ending 31
December 2005, as determined by the Auditors by reference to
the audited consolidated accounts of Park Row Group for the
financial year ending 31 December 2005
"Park Row IFAs" self-employed IFAs engaged by Park Row
"Park Row Management" the Executive Directors and regional and branch managers of
Park Row
"Park Row Shares" the existing issued and fully paid ordinary shares of 80p each
in the capital of Park Row and any further such shares which
are unconditionally allotted or issued (including pursuant to
the exercise of options granted under the Park Row Share Option
Schemes) after the date hereof and before the Offer closes (or
before such other time as Newco may decide in accordance with
the terms and conditions of the Offer)
"Park Row Shareholders" holders of Park Row Shares
"Park Row Share Option Holders" holders of options granted under any of the Park Row Share
Option Schemes
"Park Row Share Option Schemes" the Park Row Group plc Approved Share Option Scheme 2002, the
Park Row Group plc Unapproved Share Option Scheme 2002, the
Park Row Group plc Enterprise Management Incentives Share
Option Scheme, the Park Row Group plc Medium Term Incentive
Plan and the Park Row Group plc 1997 Executive Share Option
Scheme
"PricewaterhouseCoopers Corporate PricewaterhouseCoopers Corporate Finance, the corporate finance
Finance" division of PricewaterhouseCoopers
"Relevant Authorisation" any authorisation, order, grant, recognition, confirmation,
determination, consent, licence, clearance, permission,
allowance or approval
"Relevant Authority" any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or
investigative body or authority, any trade agency or
professional association, or any court, tribunal or any
association, institution or other person or body whatsoever in
any jurisdiction
"Relevant Instrument" any agreement, arrangement, licence, permit, lease or other
instrument or obligation whatsoever to which any member of the
Wider Park Row Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or
subject
"Relevant Park Row Share" a Park Row Share for which a valid election for the Earn-Out
Alternative has been made after any scaling down, as to be more
fully set out in the Offer Document
"Republic of Ireland" the Republic of Ireland, its possessions and territories and
all areas subject to its jurisdiction and any political
subdivision thereof
"Royal Liver" Royal Liver Assurance Limited
"Royal Liver Directors" Raymond Armstrong, Bryan Barnacle, Steve Burnett, Kevin Dobson,
Michael P Kelly, Philip Knowles, Colin Nugent, George Winslow
and David Woods, being members of the committee of management
of Royal Liver
"Royal Liver Group" Royal Liver and its subsidiary undertakings
"Sandler Report" the report published in July 2002 by the Sandler Review
relating to medium and long-term retail savings
"Skandia" Skandia Liv
"subsidiary" and "subsidiary undertaking" have the meanings given to them in (and shall be construed in
accordance with) the Act
"substantial interest" in relation to an undertaking, which for these purposes has the
meaning given to it in (and shall be construed in accordance
with) the Act, an interest, direct or indirect, in 20 per cent.
or more of the voting rights exercisable in relation to the
undertaking or in the capital or of any class of capital of
such undertaking
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"USA" or "United States" the United States of America, its territories and possessions,
any state of the United States and the District of Columbia and
all other areas subject to its jurisdiction
"Wider Park Row Group" Park Row and its subsidiary undertakings, associated
undertakings and any other undertakings in which Park Row and
such undertakings (aggregating their interests) have a
substantial interest
"Wider Royal Liver Group" Royal Liver and its subsidiary undertakings, associated
undertakings and any other undertaking in which Royal Liver and
such undertakings (aggregating their interests) have a
substantial interest
This information is provided by RNS
The company news service from the London Stock Exchange
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