RNS Number:7143O
Resurge PLC
15 August 2003
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
15 August 2003
OFFER
by
RESURGE PLC
for
LONDON FORFAITING COMPANY PLC
Summary
The Board of Resurge Plc ("Resurge") announces the terms of an offer for the
whole of the issued and to be issued share capital of London Forfaiting Company
Plc ("LFC").
The Offer will be an all share offer of 3.43 New Resurge Shares for each LFC
Share.
On the basis of the Closing Price of 10.75 pence per Resurge Share on 14 August
2003, (being the last dealing day prior to the date of this announcement):
The Offer values each LFC Share at 36.87 pence
The Offer values the existing issued share capital of LFC at approximately
#38.64 million
The figure of 36.87 pence per LFC Share represents a premium of
approximately 25 per cent over the price of 29.5 pence per LFC Share
currently being offered by FIMBank (UK) Limited as referred to below.
Rowland Capital (CI) Limited has committed to subscribe #5 million for
50,000,000 Resurge Shares as part of a placing up to #20 million to increase
the capital available to the enlarged Resurge Group. This will aid in the
turnaround and recovery of LFC.
Resurge, which was admitted to AIM in September 2001, offers finance,
management, and strategic advice to companies affected by difficult economic
and trading conditions. Resurge provided approximately #12.8 million of debt
financing to Phoenix Acquisitions Limited in connection with that company's
recent successful offer for Chesterton International plc.
The activities of LFC include the arrangement and provision of forfaiting and
other trade related finance products, including syndicated loans. LFC provides
services such as the discounting of trade receivables, through an international
network of offices covering Europe, North America, South America, and Russia.
The global forfaiting market is heavily dependent on the (non World Bank/IMF)
capital flows to emerging markets, these capital flows declined heavily between
1996 and 2002. The Institute of International Finance currently forecasts a 25%
increase in capital flows to emerging markets in 2003, consequently the Resurge
Directors believe that the potential for recovery in the forfaiting market makes
this an ideal time to invest in the turnaround of LFC.
Enquiries
Resurge
Jonathan Rowland / Jamie Constable Tel: 020 7233 4270
ARM Corporate Finance Limited
(Nominated Adviser to Resurge)
Toby Howell / Ian Fenn Tel: 020 7512 0191
Collins Stewart Limited (broker to the Placing)
Simon Atkinson Tel: 020 7523 8350
This summary should be read in conjunction with the full text of the following
announcement.
ARM Corporate Finance, which is regulated by the Financial Services Authority,
is acting exclusively for Resurge as financial adviser within the meaning of
the rules of the Financial Services Authority and no one else in connection
with the Offer and is not advising any other person as its client in relation
thereto and will not be responsible to anyone other than Resurge for providing
the protections afforded to customers of ARM Corporate Finance nor for giving
advice in relation to the Offer, the contents of this announcement, or any
other matter referred to herein.
Collins Stewart Limited, is acting exclusively for Resurge as broker to the
Placing and no one else in connection with the Placing and is not advising any
other person as its client in relation thereto and will not be responsible to
anyone other than Resurge for providing the protections afforded to clients of
Collins Stewart Limited nor for giving advice in relation to the Placing, the
contents of this announcement, or any other matter referred to herein.
This announcement, for which Resurge is responsible, has been approved by ARM
Corporate Finance for the purposes of sections 21 of the Financial Services and
Markets Act 2000.
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
15 August 2003
OFFER
by
RESURGE PLC
for
LONDON FORFAITING COMPANY PLC
1. Introduction
The Board of Resurge announces the terms of an offer for the whole of the
issued and to be issued share capital of LFC.
The Offer is an all share offer which provides LFC shareholders with the
opportunity both to continue to benefit directly from the growth potential for
the LFC business as part of a larger, more dynamic group capable of securing
additional capital and management support and to participate in the
opportunities for continued success of the existing Resurge business.
The Directors of Resurge note that the FIMBank (UK) Limited has announced that
as at 3.00 p.m. on 12 August 2003 valid acceptances for its cash offer had been
received from the holders of, in aggregate, 67,040,410 LFC Shares representing
approximately 64.0 per cent of the LFC Shares to which it relates. The offer by
FIMBank (UK) Limited is conditional, inter alia, on the receipt by FIMBank (UK)
Limited of acceptances in respect of not less than 90 per cent of the LFC
Shares to which it relates (or such lesser percentage as FIMBank (UK) Limited
may, subject to the Code, decide).
The offer by FIMBank (UK) Limited has not been declared unconditional as to
acceptances and has been extended and will remain open for acceptance until
3.00 p.m. on Tuesday 19 August 2003. If the offer by FIMBank (UK) Limited
lapses LFC Shareholders that have accepted, will then be able to accept the
Offer by Resurge. If the offer by FIMBank (UK) Limited has not lapsed, and by
3.00 p.m. on 2 September 2003 (or such later time and/or date as the Panel may
agree) has not been declared unconditional as to acceptances, LFC Shareholders
may withdraw their acceptances at any time thereafter in order to accept the
Offer by Resurge.
Resurge, which was admitted to AIM in September 2001, offers finance,
management, and strategic advice to companies affected by difficult economic
and trading conditions. Resurge procured the provision of approximately #12.8
million of debt financing to Phoenix Acquisitions Limited in connection with
that company's recent successful offer for Chesterton International plc.
The activities of LFC include the arrangement and provision of forfaiting and
other trade related finance products, including syndicated loans. LFC provides
services such as the discounting of trade receivables, through an international
network of offices covering Europe, North America, South America, and Russia.
LFC currently employs approximately 60 professionals.
2. The Offer
The Offer will be made on the following basis;
For each LFC Share: 3.43 New Resurge Shares.
The Offer values each LFC Share at 36.87 pence on the basis of the Closing
Price of 10.75 pence per Resurge Share on 14 August 2003, (being the last
dealing day prior to the date of this announcement) and on this basis values
the existing issued share capital of LFC at approximately #38.64 million.
The figure of 36.87 pence per LFC Share represents a premium of:
(a) 20.89 per cent over the Closing Price of 30.5 pence per LFC Share on 14
August 2003 (being the last dealing day prior to the date of this announcement);
(b) approximately 25 per cent over the 29.5 pence in cash per LFC Share
currently being offered by FIMBank (UK) Limited; and
(c) 173.11 per cent over the Closing Price of 13.5 pence per LFC Share on 27
September 2002 (being the last dealing day prior to the announcement by the
LFC Board that it had appointed advisors with a view to the sale of LFC ).
Full acceptance of the Offer would involve the issue of up to 359,395,400 New
Resurge Shares, representing approximately 84 per cent of the issued ordinary
share capital of Resurge as enlarged by the issue of the New Resurge Shares,
but ignoring any Placing Shares.
Application will be made to the London Stock Exchange for the New Resurge
Shares to be admitted and the Existing Resurge Shares to be re-admitted, to
trading on AIM.
The LFC Shares will be acquired pursuant to the Offer fully paid and free from
all liens, charges, equitable interests, third party rights and encumbrances
and together with all rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other distributions (if any)
declared, made or paid after the date of this announcement.
The Offer extends to all LFC Shares unconditionally allotted or issued on the
date on which the Offer is made, and any further LFC Shares unconditionally
allotted or issued while the Offer remains open for acceptance (or such earlier
date as Resurge may, subject to the Code, decide). The offer document issued by
FIMBank (UK) Limited states that no options had been granted over LFC Shares as
at 21 July 2003.
The Offer will be subject to the conditions and further terms set out in
Appendix I hereto and in the Offer Document and the Form of Acceptance,
together with such further terms as may be required to comply with the rules
and regulations of AIM and the provisions of the Code.
3. Background to and reasons for the Offer
The global forfaiting market is heavily dependent on the (non World Bank/IMF)
capital flows to emerging markets, these capital flows declined heavily between
1996 and 2002. The Institute of International Finance currently forecasts a 25%
increase in capital flows to emerging markets in 2003, consequently the Resurge
Directors believe that the potential for recovery in the forfaiting market
makes this an ideal time to invest in the turnaround of LFC.
In his letter to LFC shareholders dated 22 July 2003, which was contained in
the offer document issued by WestLB Panmure Limited on behalf of FIMBank (UK)
Limited, the Chairman of LFC says that trading and funding possibilities became
more difficult for an independent forfaiting company such as LFC after the
emerging market crisis in 1997 and he states that the board of LFC believes
that these circumstances have contributed to LFC's share price regularly
trading at a large discount to net asset value. The Chairman of LFC goes on to
say that this led the board of LFC to question the benefits of LFC continuing
as an independent listed entity and whether the business would prosper more as
part of a larger group.
On 30 September 2002 the LFC board announced that it believed that LFC should
find a suitable banking or international banking or finance partner and it
invited indicative offers for LFC accordingly. Since that time, according to
its Chairman, the LFC Board has been simplifying the business in recent months
to focus on its core strengths, reduce the breadth of its operations and
increase its value to a potential acquirer.
To date the only offer to LFC Shareholders has been a cash offer from
FIMBank (UK) Limited, financed substantially by a #20 million term facility from
Bank of America, which values LFC Shares at 29.5 pence each. This represents a
discount of 14.37 per cent to the published net asset value per LFC Share of
34.45 pence as at 31 December 2002.
In the opinion of the Resurge Board it seems hardly surprising, given the
pessimistic views expressed by the LFC Board about the future of LFC's business
that they have only received one offer for the business in over 10 months that
they are prepared to recommend to their shareholders and that this offer
clearly fails to take into account any potential for the LFC business to return
to prosperity. Nevertheless, the LFC Board has recommended LFC Shareholders to
accept that offer and have agreed to a man to resign from the board if
FIMBank (UK) Limited is successful.
It is also worthy of note that it is a condition of the Bank of America term
facility that FIMBank (UK) Limited will procure that #22 million of LFC's cash
resources will be placed on deposit with Bank of America until the term
facility is repaid, thus depriving LFC of the liquidity of these funds and
effectively reducing very substantially the funds available to support and
regenerate its business.
The Resurge Directors are of the opinion that LFC's business offers substantial
opportunities for regeneration as the international forfaiting market recovers
and they are committed, if the Resurge Offer for LFC is successful, to the
profitable development of LFC's business as part of an enlarged Resurge Group.
They intend, as part of their overall strategy, to promote and/or install new
key management capable of re-motivating the staff and business generally and
driving it forward to future success. The new management will work along side
those members of the existing management whose skills and experience Resurge
wish to retain.
In support of these objectives, the Resurge Directors also propose, as part of
the arrangements related to the Offer and subject to the Offer becoming
unconditional in all respects, to seek to raise up to #20 million or additional
working capital by way of an associated placing of new Resurge Shares, at a
price of 10 pence per share. Rowland Capital (CI) Limited has committed, in
consideration of a commitment fee of 4.5 per cent, payable as to 0.5 per cent
immediately following this announcement and a further 4.0 per cent in the event
that the Otter is declared unconditional, to subscribe for 50,000,000 Placing
Shares at a price of 10 pence per share at a total cost of #5 million. Rowland
Capital (CI) Limited is a company controlled by the Rowland Family Trusts of
which Jonathan Rowland (a Director of Resurge) is a discretionary beneficiary.
The Rowland Family Trusts currently control 12,500,000 Resurge Shares, being
approximately 17.35 per cent of the issued ordinary share capital of Resurge at
the date of this announcement. Assuming full acceptance of the Offer, and the
issue of a total of 200,000,000 Placing Shares the Rowland Family Trusts would
control 62,500,000 Resurge Shares being approximately 9.9 per cent of the issued
ordinary share capital of Resurge as enlarged by the issue of the New Resurge
Shares and the issue of the Placing Shares.
The Offer, which represents a premium of approximately 7.5 per cent to the
published net asset value per LFC Share as at 31 December 2002 not only
provides LFC Shareholders with the opportunity to both continue to benefit
directly from the growth potential for the LFC business as part of a larger,
more dynamic group capable of securing additional capital and management
support, and to participate in the opportunities for continued success of the
existing Resurge business. Further details of Resurge are set out in paragraph 4
below.
Resurge would not require the consent of any third party funder to declare the
Offer unconditional at a lower acceptance level than 90 per cent provided that
valid acceptances have been received in respect of more than 50 per cent of
LFC's Shares.
4. Information on Resurge
Resurge, which is based in London, offers finance, management and strategic
advice to companies affected by difficult economic and trading conditions.
Resurge's activities include the provision of turnaround finance, and taking
stakes in and supporting the recovery of, businesses in turnaround situations
where the Directors believe that the potential exists to achieve a significant
uplift in financial performance and/or capital value.
Resurge was incorporated in July 2001, and admitted to AIM in September 2001 at
a price of 5p per Resurge Share, raising approximately #2.3 million by way of a
placing. Resurge receives its business proposals from a number of sources
including companies, banks, insolvency practitioners and specialist lending
vehicles. Since September 2001, Resurge has raised a further #2.2 million by
way of three separate placings.
During its first period of trading, from 24 September 2001 to 31 October 2002,
Resurge reported turnover of #536,268, and a pre-tax profit of #668,207. During
this period Resurge entered in to transactions in relation to six businesses,
namely Moorgate Paper Company Limited, Venda Limited, Apollo Gold Corporation,
Odyssey Clubs Group, UV Modular Limited and Bikenet PLC.
For the six months to 30 April 2003, Resurge reported turnover of #877,578 and
a pre-tax profit of #185,605. The balance sheet as per that date showed net
assets of #5,114,142 including cash of #2,634,747 and retained investments in
Odyssey Clubs Group, Venda Limited, and Moorgate Paper Company Limited. In
addition, Resurge has entered in to financing arrangements in relation to
Strongbow Resources, Inc. and acquired a significant stake in Murray Financial
Corporation PLC.
Since 30 April 2003, Resurge provided approximately #12.8 million of debt
financing to Phoenix Acquisitions Limited in connection with its recent
successful offer for Chesterton International plc, which was announced in April
2003.
Since Resurge's admission to trading on AIM, the Board believes that it has
demonstrated that its strategy has been appropriate for the current economic
environment. Various transactions have been entered into. A number of these
have already proved successful and the Board is confident that the remaining
investments will also provide positive returns. The Board will continue to take
opportunities as they arise to maximise value for Resurge Shareholders through
Resurge's strong deal flow and network of contacts.
Resurge has not sought to obtain, and consequently not received, any
irrevocable commitments to accept the Offer, Resurge has purchased and holds
Contracts for Difference over 3,150,000 LFC Shares, (equivalent to 3.01 per
cent of the LFC Shares), the Contracts for Difference do not carry voting
rights. The Contracts for Difference were purchased between 23 July 2003 and 30
July 2003 at prices between 29 pence and 29.5 pence.
5. Information on LFC
LFC, whose shares are listed on the London Stock Exchange, was established in
1984 to specialise in the arrangement and provision of forfaiting and other
trade related finance products. Forfaiting is the discounting of trade
receivables without recourse to the exporter. It allows the exporter to grant
credit terms to foreign buyers without tying up cash flow or assuming the risks
of late payment or default.
LFC established itself as a world leader in the forfaiting market during the
previous decade. However since 1998 LFC has progressively reduced the overall
size of its portfolio of trade finance and syndicated loan assets. The
portfolio of forfaiting assets amounted to #10.38 million as at 31 December
2002, compared with #626 million as at June 1998. LFC currently employs
approximately 60 professionals of many nationalities operating from its head
office in London and marketing offices in Brazil, Cyprus, Czech Republic,
Finland, France, Germany, Italy, Russia, Turkey and USA.
For the year ended 31 December 2002 LFC Group reported a profit of #1.75
million before and after tax, compared to a loss of #8.63 million before and
after tax for 2001. Included in this profit were recoveries and net
revaluations of forfaiting assets of #6.71 million (2001 loss of #8.05
million). Net assets for LFC Group as at 31 December 2002 were #36.1 million
(2001 #34.45 million). As reported in LFC's report and accounts for the year
ended 31 December 2002, on 26 March 2003, cash held by LFC amounted to #25.6
million, representing 24.4 pence per LFC Share. LFC Group continued to have no
borrowings as at that date.
6. Directors, management and employees
Resurge attaches great importance to the skills and experience of the existing
management and employees of LFC. It is proposed that certain executive
directors of LFC will retain their existing responsibilities for the management
of LFC's business following the Offer becoming or being declared unconditional.
Resurge intends to safeguard the existing employment rights, including pension
rights, of all the management and employees of LFC in accordance with
applicable law.
7. Resurge Shareholders' approval and AIM Admission
The acquisition of LFC by Resurge will be treated as a reverse takeover of LFC
under the AIM Rules. Accordingly, it will be necessary for Resurge Shareholders
to approve the Offer and the increase in Resurge's authorised share capital and
to give authority to the Resurge Directors to allot the New Resurge Shares and
the Placing Shares.
As the Offer constitutes a reverse takeover under the AIM Rules, application
will be made to the London Stock Exchange for the New Resurge Shares and the
Placing Shares to be admitted, and for the Existing Resurge Shares to be
re-admitted, to trading on AIM in accordance with the AIM Rules. It is expected
that Admission will become effective and that dealings for normal settlement in
the New Resurge Shares, the Placing Shares and Existing Resurge Shares will
commence on the first business day following the day on which the Offer becomes
or is declared unconditional in all respects (save for the condition relating to
admission to trading on AIM). Accordingly, the Offer and the Placing are
conditional inter alia on such approval and authorisation being obtained and on
Admission following such approval.
It is likely that some New Resurge Shares will be issued after the expected
Admission date referred to above to LFC Shareholders who have not validly
accepted the Offer before that date and, accordingly, Admission of such New
Resurge Shares may become effective and dealings in them may commence on one or
more subsequent dates.
In relation to New Resurge Shares issued in certificated form, temporary
documents of title will not be issued pending the despatch by post of
definitive certificates for such New Resurge Shares in accordance with the
terms of the Offer.
Further details on settlement, listing and dealing will be included in the
formal documents relating to the Offer which will be despatched to LFC
Shareholders and Resurge Shareholders (other than certain Overseas
Shareholders) as soon as practicable (and in any event, save with the consent
of the Panel, within 28 days of this announcement).
8. Compulsory acquisition, delisting, and cancellation of trading
If Resurge receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent or more of the LFC Shares to which the Offer relates,
Resurge intends to exercise its rights pursuant to the provisions of Sections
428 to 430F (inclusive) of the Act compulsorily to acquire the remaining LFC
Shares to which the Offer relates.
Furthermore, once the Offer becomes or is declared unconditional in all
respects, Resurge intends to procure the making of an application by LFC to the
UKLA for the cancellation of the listing of LFC Shares on the Official List and
to the London Stock Exchange for the cancellation of trading of LFC Shares on
its market for listed securities. It is anticipated that such cancellations
will take effect no earlier than 20 business days after the date on which the
Offer becomes or is declared unconditional in all respects. Delisting would
significantly reduce the liquidity and marketability of any LFC Shares not
assented to the Offer and their value may be affected as a consequence.
It is also proposed that, following the Offer becoming or being declared
unconditional in all respects and after the LFC Shares are delisted, will be
re-registered as a private company under the relevant provisions of the Act.
9. Further details of the Offer and the Placing
The New Resurge Shares and the Placing Shares will be issued credited as fully
paid and free from all liens, charges, encumbrances, rights of pre-emption and
other third party rights or interests of any nature whatsoever and will rank
pari passu in all respects with the Existing Resurge Shares.
Fractions of New Resurge Shares will not be allotted or issued to persons
accepting the Offer and such entitlements to New Resurge Shares under the Offer
will be rounded down to the nearest whole number of New Resurge Shares.
10. General
The formal offer document, setting out full details of the Offer, together with
an AIM Admission Document and the Form of Acceptance, will be posted to LFC
Shareholders as soon as practicable and in any event (save with the consent of
the Panel) within 28 days of this announcement. A circular containing a notice
convening an extraordinary general meeting of Resurge Shareholders to approve,
inter alia, the terms of the Offer and the Placing, together with the AIM
Admission Document (and the Offer Document for information only), will be
despatched at the same time to Resurge Shareholders, and to Resurge warrant
holders for information only.
The New Resurge Shares have not been, and will not be, registered under the
United States Securities Act, as amended, nor under any laws of any state,
district or other jurisdiction of the United States or of Canada, Australia or
Japan, and the relevant clearances have not been and will not be obtained from
the relevant authorities in any jurisdiction. Accordingly, New Resurge Shares
are not being, and may not be offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States, Canada, Australia or
Japan or to, or for the account or benefit of, any US person or person resident
in Canada, Australia or Japan, except pursuant to exemptions from applicable
requirements of such jurisdictions.
The availability of the Offer to persons outside the UK may be affected by the
laws of the relevant jurisdiction. Such persons should inform themselves about,
and observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan or by use of the mails, or by any means or
instruments of transportation or communication (including, without limitation,
facsimile or electronic transmission, telex and telephone) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States and will not be capable of acceptance by any such use, means,
instrument or facility within the United States. Accordingly, copies of this
announcement, the Offer Document, the Form of Acceptance and any other related
documents will not be, and must not be, directly or indirectly, mailed or
otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan. All LFC Shareholders (including, without limitation,
custodians, nominees and trustees) who would, or otherwise intend to, forward
this announcement, the Offer Document, the Form of Acceptance and any other
related documents, to any jurisdiction outside the UK should inform themselves
of, and observe, any applicable requirements of the laws of the relevant
jurisdictions in which they are resident.
This announcement does not constitute an offer or an invitation to purchase any
securities whether in the United States or elsewhere.
The definition of the terms used in this announcement are contained in Appendix
II.
11. Responsibility for information
The Resurge Directors accept responsibility for all the information contained
in this announcement save that the only responsibility accepted by them in
respect of such information as relates to the LFC Group (which has been
compiled from public sources) has been to ensure that such information has been
correctly and fairly reproduced and presented. To the best of the knowledge
and belief the Resurge Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Enquiries
Resurge
Jonathan Rowland / Jamie Constable Tel: 020 7233 4270
ARM Corporate Finance Limited
(Nominated Adviser to Resurge)
Toby Howell / Ian Fenn Tel: 020 7512 0191
Collins Stewart Limited (broker to the Placing)
Simon Atkinson Tel: 020 7523 8350
ARM Corporate Finance, which is regulated by the Financial Services Authority,
is acting exclusively for Resurge as financial adviser within the meaning of
the rules of the Financial Services Authority and no one else in connection
with the Offer and is not advising any other person as its client in relation
thereto and will not be responsible to anyone other than Resurge for providing
the protections afforded to customers of ARM Corporate Finance nor for giving
advice in relation to the Offer, the contents of this announcement, or any other
matter referred to herein.
Collins Stewart Limited, is acting exclusively for Resurge as broker to the
Placing and no one else in connection with the Placing and is not advising any
other person as its client in relation thereto and will not be responsible to
anyone other than Resurge for providing the protections afforded to clients
of Collins Stewart Limited nor for giving advice in relation to the Placing, the
contents of this announcement, or any other matter referred to herein.
This announcement, for which Resurge is responsible, has been approved by ARM
Corporate Finance for the purposes of sections 21 of the Financial Services and
Markets Act 2000.
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
APPENDIX I
Conditions and further terms of the Offer
The Offer will comply with the Code and the rules and regulations of the FSA
and the London Stock Exchange.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the date falling 21 days after the date on which
the Offer Document is posted (the "First Closing Date") of the Offer (or such
later time(s) and/or date(s) as Resurge may, with the consent of the Panel or
in accordance with the Code, decide) in respect of not less than 90 per cent
(or such lesser percentage as Resurge may decide) in nominal value of the LFC
Shares to which the Offer relates, provided that this condition shall not be
satisfied unless Resurge and/or any other members of the Resurge Group shall
have acquired, or agreed to acquire, whether pursuant to the Offer or
otherwise, LFC Shares carrying in aggregate more than 50 per cent of the voting
rights then normally exercisable at general meetings of LFC ; for the purposes
of this condition:
(i) shares which have been unconditionally allotted but not issued before the
date on which the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the register of members of LFC; and
(ii) the expression "LFC Shares to which the Offer relates" shall be construed
in accordance with sections 428 to 430F (inclusive) of the Act, as amended;
(b) the passing at an extraordinary general meeting of Resurge (or at any
adjournment thereof) of such resolution or resolutions as may be necessary or
desirable to approve, effect and implement or authorise the implementation of
the Offer and the Placing, the acquisition of LFC Shares pursuant to the Offer
or otherwise, the increase in the authorised share capital of Resurge and the
allotment of the New Resurge Shares and the Placing Shares;
(c) the London Stock Exchange agreeing to the Existing Resurge Shares being
readmitted and the New Resurge Shares and the Placing Shares being admitted to
trading on AIM and (unless or to the extent the Panel agrees otherwise) such
admission becoming effective in accordance with paragraph 6 of the AIM Rules or
(if determined by Resurge and subject to the consent of the Panel) agreeing to
admit such shares to trading on AIM subject only to (i) the allotment of the
New Resurge Shares and the Placing Shares and/or (ii) the Offer becoming or
being declared unconditional in all respects;
(d) save as disclosed, there being no provision of any agreement, arrangement,
lease, licence, permit, authorisation, consent, deed, joint venture, franchise
or other instrument to which any member of the wider LFC Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject or any circumstance which in consequence of the Offer or the proposed
acquisition of any LFC Shares or any part thereof or other securities in LFC or
because of a change in the control or management of LFC or otherwise, might
reasonably be expected to result in:
(i) any moneys borrowed by or any other indebtedness (actual or contingent)
of, or grant available to any such member, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date or the ability of any such member to
borrow moneys or incur any indebtedness being withdrawn or inhibited or being
(of capable of becoming or being) withdrawn or inhibited;
(ii) any such agreement, arrangement, lease, licence, permit, authorisation,
consent, deed, franchise or instrument or the rights, liabilities, obligations
or interests of any such member thereunder being or becoming capable of being
terminated or revoked or modified or affected or any obligation or liability
arising or any action being taken thereunder;
(iii) any assets or interests of, or any asset the use of which is enjoyed by,
any such member being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to be disposed
of or charged or ceasing to be available to any such member;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or security becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member in,
or the business of any such member with, any person, firm or company (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the business of any such member or the value or financial or trading
position or prospects of any such member being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on all or any material part
of its business under any name, trademark or trade name under which it
presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member,
in any such case, to an extent which would be material in the context of the
wider LFC Group taken as a whole and no event having occurred which, under any
provision of any agreement, arrangement, lease, licence, permit, authorisation,
consent, deed, franchise or other instrument to which any member of the wider
LFC Group is a party or by or to which any such member or any of its assets may
be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
paragraph (d);
(e) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, professional association, institution or any other body or
person whatsoever in any jurisdiction (each a "Third Party") having prior to
the date on which the Offer becomes unconditional in all respects decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which would or
might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture by any member of the wider Resurge Group or any
member of the wider LFC Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any of them) or to own any
of their respective assets or properties or any part thereof;
(ii) require, prevent or delay the divestiture by any member of the wider
Resurge Group of any shares or other securities (or equivalent) in LFC;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the wider Resurge Group directly or indirectly to acquire or to hold
or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the wider LFC
Group or the wider Resurge Group or to exercise management control over any
such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of
any member of the wider Resurge Group or of any member of the wider LFC Group;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Resurge or any member of the wider Resurge Group of any shares
or other securities in, or control of LFC void, illegal, and/or unenforceable
under the laws of any jurisdiction, or otherwise, directly or indirectly,
restrain, restrict, prohibit, delay or otherwise interfere with the same, or
impose additional conditions or obligations with respect thereto, or otherwise
challenge or interfere therewith;
(vi) save pursuant to the Offer or Part XIIIA of the Act or the Code, require
any member of the wider Resurge Group or the wider LFC Group to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the wider LFC Group or the wider Resurge Group owned by any third
party;
(vii) impose any limitation on the ability of any member of the wider LFC
Group or the wider Resurge Group to integrate or co-ordinate its business, or
any part of it, with the businesses of any other members of such groups;
(viii) result, directly or indirectly, in any member of the wider LFC Group
ceasing to be able to carry on all or any part of its business under any name,
trade name or trade mark under which it presently does so; or
(ix) result, directly or indirectly, in delay in the ability of any member of
the wider Resurge Group or render any such member unable to acquire some or all
of the LFC Shares, or control LFC,
in any such case, to an extent which would be material in the context of the
wider Resurge Group taken as a whole and all applicable waiting and other time
periods during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
the acquisition or proposed acquisition of any LFC Shares having expired,
lapsed or been terminated;
(f) all necessary filings or applications having been made in connection with
the Offer and all statutory or regulatory obligations in any jurisdiction having
been complied with in all material respects in connection with the Offer or the
acquisition by any member of the wider Resurge Group of any shares or other
securities in, or control of, LFC and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Resurge or any member of the wider
Resurge Group for or in respect of the Offer including without limitation, its
implementation and financing or the proposed acquisition of any shares or other
securities in, or control of, LFC by any member of the wider Resurge Group
having been obtained in terms and in a form reasonably satisfactory to Resurge
from all appropriate Third Parties or persons with whom any member of the wider
LFC Group has entered into contractual arrangements and all such authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary or appropriate to carry on the business of any member of the
wider LFC Group remaining in full force and effect and all filings necessary for
such purpose have been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Offer becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(g) except as disclosed, no member of the wider LFC Group having, since 31
December 2002:
(i) save as between LFC and wholly-owned subsidiaries of LFC or for LFC Shares
issued pursuant to the exercise of options granted under any share option
scheme of LFC, issued, authorised or proposed the issue of additional shares of
any class;
(ii) save as between LFC and wholly-owned subsidiaries of LFC or for the grant
of options under any share option scheme of LFC, issued or agreed to issue,
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(iii) other than to another member of the LFC Group, recommended, declared,
paid or made or proposed to recommend, declare, pay or make any capitalisation
issue, dividend or other distribution whether payable in cash or otherwise;
(iv) save for intra-LFC Group transactions, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised or proposed
or announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business;
(v) save for intra-LFC Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan or share capital;
(vi) issued, authorised or proposed the issue of any debentures or (save for
intra LFC Group transactions), save in the ordinary course of business,
incurred or increased any indebtedness or become subject to any contingent
liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save
in respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract with any director or senior
executive;
(ix) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, transaction or commitment (whether in
respect of capital expenditure, trading obligations or otherwise) which is of a
long term, onerous or unusual nature or magnitude or which is or could be
materially restrictive on the businesses of any member of the wider LFC Group
or the wider Resurge Group or which involves or could involve an obligation of
such a nature or magnitude or which is other than in the ordinary course of
business;
(x) (other than in respect of a member which is dormant and was solvent at the
relevant time) taken any corporate action or had any legal proceedings started
or threatened against it for its winding-up, dissolution or reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
trustee or similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider LFC Group or the wider
Resurge Group other than to a nature and extent which is normal in the context
of the business concerned;
(xii) been unable or having 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 having ceased or threatened to cease carrying on all
or a substantial part of its business;
(xiii) waived or compromised any claim otherwise than in the ordinary course
of business;
(xiv) made an alteration to its memorandum or articles of association or other
incorporation documents; or
(xv) entered into any contract, commitment, arrangement or agreement otherwise
than in the ordinary course of business or passed any resolution or made any
offer (which remains open for acceptance) with respect to or announced any
intention to, or to propose to, effect any of the transactions, matters or
events referred to in this paragraph (g),
in any such case, to an extent which would be material in the context of the
wider Resurge Group taken as a whole;
(h) save as disclosed, since 31 December 2002:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the wider LFC Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider LFC Group is or may become a party
(whether as a claimant, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the wider LFC Group having
been instituted, announced or threatened by or against or remaining outstanding
in respect of any member of the wider LFC Group which in any such case might
reasonably be expected to adversely affect any member of the wider LFC Group;
(iii) no contingent or other liability having arisen or become apparent to
Resurge which would be likely to adversely affect any member of the wider LFC
Group; and
(iv) no event having occurred or steps having been taken which are likely to
result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the wider LFC Group which is necessary for the
proper carrying on of its business or in any of the intellectual property
rights of any such member being or being capable of being terminated or
modified or effected which in any such case might reasonably be expected to
have a material adverse effect on the wider LFC Group taken as a whole;
(i) save as disclosed, Resurge not having discovered:
(i) that any financial, business or other information concerning the wider LFC
Group as contained in the information publicly disclosed at any time by or on
behalf of any member of the wider LFC Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and in any such case which is has not subsequently
been corrected by a specific disclosure prior to the date of this announcement;
(ii) that any member of the wider LFC Group or any partnership, company or
other entity in which any member of the wider LFC Group has a significant
economic interest and which is not a subsidiary undertaking of LFC is subject
to any liability (contingent or otherwise) which is not disclosed in the annual
report and accounts of LFC for the year ended 31 December 2002; or
(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the wider LFC Group,
in any such case, to an extent which would be material in the context of the
wider Resurge Group taken as a whole.
For the purposes of these conditions the "wider LFC Group" means LFC and its
subsidiary undertakings, associated undertakings and any other undertaking in
which LFC and/or such undertakings (aggregating their interests) have a
significant interest and the "wider Resurge Group" means Resurge and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Resurge and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given by the Act,
other than paragraph 20(1)(b) of Schedule 4A to the Act which shall be excluded
for this purpose, and "significant interest" means a direct or indirect interest
in ten per cent or more of the equity share capital (as defined in the Act).
For the purposes of these conditions, "disclosed" means disclosed in any of
LFC's published report and accounts or publicly announced by or on behalf of
LFC at or before 5.30 p.m. on the day preceding the date of this announcement
through a Regulatory Information Service approved by the UKLA, or disclosed in
writing to Resurge or its advisers or otherwise fairly disclosed in documents
which are delivered to Resurge or its advisers by or on behalf of LFC in
connection with its or their due diligence review of the business of LFC on or
before 5.30 p.m. on the day preceding the date of this announcement.
Subject to the requirements of the Panel, Resurge reserves the right to waive,
in whole or in part, all or any of the above conditions, except conditions (a),
(b) and (c).
Conditions (d) to (i) (inclusive) must be fulfilled or waived by midnight on
the 21st day after the later of the First Closing Date and the date on which
condition (a) is fulfilled (or in each such case such later date as Resurge
may, with the consent of the Panel, decide), or the Offer will lapse. Resurge
shall be under no obligation to waive or treat as satisfied any of the
conditions (d) to (i) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof, notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Resurge is required by the Panel to make an offer for LFC under the
provisions of Rule 9 of the Code, Resurge may make such alterations to any of
the above conditions as are necessary to comply with the provisions of that
Rule.
The Offer will lapse if the acquisition of LFC is referred to the Competition
Commission before 3.00 pm on whichever is the later of the first closing date
of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later, or such later date as
the Panel may require.
If it lapses, the Offer will cease to be capable of further acceptance and
persons accepting the Offer and Resurge will thereupon cease to be bound by
Forms of Acceptance submitted on or before the date on which the Offer lapses.
The Offer will be governed by English law and be subject to the jurisdiction of
the English courts.
APPENDIX II
Definitions
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Acquisition" the proposed acquisition of LFC by Resurge to
be effected by means of the Offer
"Act" or "Companies Act" the Companies Act 1985, as amended
"Admission" the admission of the New Resurge Shares and
the Placing Shares and the re-admission of the
Existing Resurge Shares, to trading on AIM
becoming effective in accordance with the AIM
Rules
"AIM Rules" the rules for AIM companies and their
nominated advisers issued by the London
Stock Exchange in relation to AIM-traded
securities
"AIM" the Alternative Investment Market of the
London Stock Exchange
"ARM Corporate Finance" ARM Corporate Finance Limited
"Australia" the Commonwealth of Australia, its states,
territories and possessions
"Canada" Canada, its possessions, provinces and
territories and all areas subject to its
jurisdiction or any political subdivision
thereof
"City Code" or "Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a share
as derived from the Daily Official List
"Daily Official List" the daily official list of the London Stock
Exchange
"Enlarged Group" Resurge and its subsidiary undertakings on
completion of the Offer
"Existing Resurge Shareholders" holders of Existing Resurge Shares
"Existing Resurge Shares" the Resurge Shares in issue immediately prior
to the Offer becoming or being declared
unconditional in all respects
"FIM Offer Document" the offer document, dated 22 July 2003,
setting out the terms and conditions of
the offer made by WestLB Panmure on behalf of
FIMBank (UK) Limited to acquire all the LFC
Shares
"Form of Acceptance" the form of acceptance, and authority relating
to the Offer
"Japan" Japan, its cities, prefectures, territories
and possessions
"Listing Rules" the listing rules of the UK Listing Authority
"LFC Directors" the directors of LFC
"LFC Group" LFC and its subsidiaries and subsidiary
undertakings
"LFC Shareholders" registered holders of LFC Shares
"LFC Shares" the existing issued or unconditionally
allotted and fully paid (or credited as
fully paid) ordinary shares of 40 pence each
in LFC and any further such shares
which are unconditionally allotted or issued
while the Offer remains open for
acceptance or, subject to the provisions of
the City Code, by such earlier date
as Resurge may determine
"LFC" London Forfaiting Company Plc
"LFC Board" the board of directors of LFC
"London Stock Exchange" London Stock Exchange plc
"New Resurge Shares" the Resurge Shares proposed to be issued,
credited as fully paid, pursuant to
the Offer
"Offer Document" the document to be despatched to LFC
Shareholders (other than certain overseas
LFC Shareholders) setting out the full terms
and conditions of the Offer and,
where appropriate, any other document(s)
containing terms and conditions of the
Offer constituting the full terms and
conditions of the Offer
"Offer" the offer to be made by ARM Corporate Finance
on behalf of Resurge for the
entire issued and to be issued share capital
of LFC on the terms and subject to
the conditions to be set out in the Offer
Document and the Form of Acceptance
and, where the context requires, any
subsequent revision, variation, extension
or renewal thereof
"Official List" the Official List of the UK Listing Authority
"Panel" The Panel on Takeovers and Mergers
"Placing" The placing of up to 200,000,000 Resurge
Shares on the basis set out in this
announcement
"Placing Shares" the 200,000,000 Resurge Shares which Resurge
intends to place with investors
(including Rowland Capital (CI) limited) at a
price of 10 pence per share should the Offer
be successful or such number of shares are
issued by Resurge (as the context requires)
pursuant to the Placing
"Resurge Board" or "Board" the board of directors of Resurge
"Resurge Directors" the directors of Resurge
"Resurge Group" Resurge and its subsidiaries and subsidiary
undertakings
"Resurge Shareholders" registered holders of Resurge Shares
"Resurge Shares" or the ordinary shares of 2 pence each in the
"Resurge Ordinary Shares" capital of Resurge
"Resurge" or "Company" Resurge plc
"sterling" or "#" the lawful currency for the time being in the
UK
"subsidiary" and have the meanings given to them in the Act
"subsidiary undertaking"
"UKLA" or "UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services
and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"United States" or "US" the United States of America, its territories
and possessions, any state of the
United States of America and the District of
Columbia and all other areas subject to its
jurisdiction
"US Person" a US person as defined in Regulation S under
the US Securities Act
"US Securities Act" the US Securities Act 1933, as amended, and
the rules and regulations promulgated
thereunder
This information is provided by RNS
The company news service from the London Stock Exchange
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OFFGUUBGRUPWUUA