RNS Number:4075T
SWK (UK) PLC
18 December 2003
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States
18 December 2003
EMBARGOED FOR RELEASE AT 7.30AM
RECOMMENDED CASH OFFER
by
UBS INVESTMENT BANK
on behalf of
SWK (UK) PLC
a wholly owned subsidiary of The Stanley Works
for
BLICK PLC
The Boards of Stanley and Blick announce that they have reached agreement on the
terms of a recommended cash offer to be made by UBS on behalf of SWK to acquire
the whole of the issued and to be issued share capital of Blick.
The Offer
The Offer will be made at a price of 300 pence in cash for each Blick Share and
values the whole of Blick's existing issued share capital at approximately #93.5
million. In addition, a Special Dividend equal to 6 pence per Blick Share will
be paid in connection with the Offer.
The Offer, excluding the Special Dividend, represents a premium of approximately
37 per cent. over the average Closing Price of 219.2 pence per Blick Share for
the six months ended on 9 December 2003, the date immediately prior to the
commencement of the Offer Period, and a premium of 18 per cent. over the Closing
Price of 253.5 pence per Blick Share on that date.
A Partial Loan Note Alternative will also be made available.
Irrevocable Undertakings
SWK has received irrevocable undertakings to accept the Offer from the Directors
of Blick and certain of their related parties in respect of 36,859 Blick Shares,
representing approximately 0.12 per cent. of the existing issued share capital
of Blick. The terms of these irrevocable undertakings require the acceptance of
the Offer even in the event of a competing offer from a third party.
In addition, SWK has received irrevocable undertakings to accept the Offer from
Alan Elliot, formerly the Chairman and a non-executive director of Blick, and
certain of his related trusts in respect of a total of 3,260,000 Blick Shares,
representing approximately 10.5 per cent. of the existing issued share capital
of Blick. The obligations under these irrevocable undertakings shall be
suspended if a competing offer made at a price of not less than 325 pence per
Blick Share is announced on or before 25 December 2003, in the case of 560,330
of such Blick Shares, or 1 January 2003, in the case of 2,699,670 of such Blick
Shares, provided that this suspension shall come to an end if SWK announces a
revision to the Offer representing an improvement over the value of the
competing offer within fourteen days of the announcement of the competing offer.
Mr Elliot and his related trusts have also undertaken to provide a similar
undertaking to SWK in respect of an additional 1,000,000 Blick Shares,
representing 3.2 per cent. of the existing issued share capital of Blick.
In addition, non-binding letters of intent to accept the Offer have been
received in respect of a total of 8,919,066 Blick Shares, representing
approximately 28.6 per cent. of the total existing issued share capital of
Blick.
Accordingly, SWK has received or will receive undertakings to accept or
indications of an intention to accept the Offer in respect of a total of
13,215,925 Blick Shares representing approximately 42.4 per cent. of the
existing issued share capital of Blick.
Strategic Rationale
The Board of Stanley believes that the acquisition of Blick is an attractive
opportunity to enhance Stanley's position as a leading global provider of
security solutions directly to the end user. The geographical expansion of
Stanley's Security Solutions division will enhance the comprehensive products
and services offered to its large installed customer base worldwide.
Stanley expects the transaction to be immediately accretive to earnings per
fully diluted share in the first twelve months following completion of the
transaction. The first-year return on capital employed from this transaction is
expected to be within Stanley's targeted range. These statements should not be
taken to mean that Blick's earnings per share for 2004 and subsequent periods
will be higher than that of prior periods.
Comments on the Offer
Commenting on the Offer, John Trani, Chairman and Chief Executive Officer of
Stanley said,
"Just over a year ago, Stanley took a major step toward the development of a
security solutions platform with the acquisition of Best Access Systems in the
United States. By integrating that business with our own Stanley Access
Technologies - a commercial automatic door and related service provider - the
capability was developed to integrate a full array of security solutions for
commercial applications. We are delighted now to have the opportunity to combine
our own strengths with Blick, a leading commercial integrator of industrial and
commercial security, communication and time management solutions in the United
Kingdom. Our intention is for Blick to become an integral part of that growth
platform, expanding its presence in Europe.
As our company shifts its business portfolio, Blick will serve as the centre
from which our European security solutions presence expands, both organically
and through further acquisitions. As with Best Access, Blick's management team
is excellent, experienced and will continue to focus on its customers while
pursuing the orderly integration of Blick with Stanley Security Solutions. We
are very pleased that they are joining us.
The Board of Blick has recommended that its shareholders accept Stanley's offer.
I add my own personal support and my enthusiastic recommendation that the offer
be accepted."
Nick Temple, Chairman of Blick, said:
"I am pleased that we have reached agreement with Stanley for a recommended cash
offer. Although a market leader in its chosen fields, Blick's markets are
increasingly competitive and given the Company's size, the Board believes that
Blick will benefit from the support and resources of a larger organisation.
In considering the approach from Stanley, the Board concluded that the Offer
represents fair value for Blick Shareholders, reflecting the strengths and
prospects of the business, and that Stanley is a good home for the business."
This summary should be read in conjunction with the full text of the attached
announcement.
Enquiries:
Stanley
For Stanley investors/shareholders/media:
Gerry Gould, Investor Relations Tel: +1 (860) 827 3833
UBS: financial adviser to Stanley and SWK
Tel: +44 (0) 20 7568 1000
Aidan Clegg
Joel Hope-Bell
Blick
Tel: +44 (0) 1793 412 207
Nick Temple
Vanda Murray
JPMorgan: financial adviser to Blick
Tel: + 44 (0) 20 7742 4000
Dan Haxby
Nimesh Patel
Panmure: broker to Blick
Tel: + 44 (0) 20 7020 4000
Andrew Godber
Marianne Woods
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
The Loan Notes to be issued pursuant to the Partial Loan Note Alternative have
not been, and will not be, registered under the United States Securities Act of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction of the United States or the relevant securities laws of Japan, nor
have clearances been, nor will they be, obtained from the securities commission
or similar authority of any province or territory of Canada, nor has a
prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission, nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of or any facilities of a national securities exchange of Australia,
Canada, Japan or the United States, or any other jurisdiction in which an offer
of Loan Notes would constitute (or result in the Offer constituting) a violation
of relevant laws or require registration thereof, or to or for the account or
benefit of any resident of Australia, Canada, Japan or the United States.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails or any other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, Australia, Canada, Japan
or the United States, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia, Canada,
Japan or the United States. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from Australia, Canada, Japan or the United States and persons receiving this
announcement (including custodians, nominees and trustees) must not distribute
or send it into or from Australia, Canada, Japan or the United States. Doing so
may render invalid any related purported acceptance of the Offer. These
press-related materials are not an extension of a tender offer in the US for
Blick Shares. In the event that SWK extends the tender offer in the US at some
future time, it will do so in satisfaction of the procedural and filing
requirements of the US securities laws at that time to the extent applicable
thereto.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Blick, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent or more of any class of securities of Blick
is generally required under the provisions of Rule 8 of the Code to notify the
Panel by not later than 12.00 noon on the business day following the date of
the transaction of every dealing in such securities during the period to the
date on which the Offer becomes or is declared unconditional as to acceptances
or lapses or is withdrawn. A copy of such notification on the appropriate form
should also be faxed to the Panel by that time on +44 (0) 20 7256 9386. In the
event of any doubt as to the application of these requirements, the Panel should
be consulted on +44 (0) 20 7382 9026. Dealings by Blick, SWK or their
respective "associates" (within the definition set out in the Code) in any class
of securities of Blick or referable thereto until the end of such period must
also be so disclosed. Notification to the Panel should be made by fax on number
+44 (0) 20 7256 9386.
UBS is acting for Stanley and SWK in connection with the Offer and no-one else
and will not be responsible to anyone other than Stanley and SWK for providing
the protections offered to clients of UBS nor for providing advice in relation
to the Offer.
JPMorgan, which is regulated in the United Kingdom for the conduct of investment
business by the Financial Services Authority, is acting for Blick and no-one
else in connection with the Offer and will not be responsible to anyone other
than Blick for providing the protections afforded to clients of JPMorgan nor for
giving advice in relation to the Offer.
Appendix III contains the definitions of certain terms used in this summary and
sources of information and bases of calculation.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan or the United States
18 December 2003
RECOMMENDED CASH OFFER
by
UBS INVESTMENT BANK
on behalf of
SWK
a wholly owned subsidiary of Stanley
for
BLICK PLC
Introduction
The Boards of Stanley and Blick announce that they have reached agreement on the
terms of a recommended cash offer to be made by UBS on behalf of SWK to acquire
the whole of Blick's existing issued share capital. The Offer will be made at a
price of 300 pence in cash for each Blick Share and values the whole of Blick's
existing issued share capital at approximately #93.5 million. In addition, a
Special Dividend equal to 6 pence per Blick Share will be paid in connection
with the Offer.
Appendix III contains the definitions of certain terms used in this announcement
and sources of information and bases of calculation.
Recommendation
The Directors of Blick, who have been so advised by JPMorgan, consider the terms
of the Offer to be fair and reasonable. Accordingly, the Directors of Blick
intend unanimously to recommend that Blick Shareholders accept the Offer in
respect of all their Blick Shares, as they have irrevocably undertaken to do in
respect of their own beneficial shareholdings. In providing advice to the
Board, JPMorgan has taken into account the commercial assessments of the
Directors of Blick.
The Offer
On behalf of SWK, UBS will offer to acquire, on the terms and subject to the
conditions set out in Appendix I and on the further terms to be set out in the
Offer Document and in the Form of Acceptance, and such further terms as may be
required to comply with the provisions of the Code, the whole of the issued and
to be issued share capital of Blick on the following basis:
for each Blick Share 300 pence in cash
The Offer values the whole of Blick's existing issued share capital at
approximately #93.5 million.
The Offer, excluding the Special Dividend, represents a premium of approximately
37 per cent. over the average Closing Price of 219.2 pence per Blick Share for
the six months ended on 9 December 2003, the date immediately prior to the
commencement of the Offer Period, and a premium of 18 per cent. over the Closing
Price of 253.5 pence per Blick Share on that date.
Subject to the Offer becoming or being declared unconditional in all respects,
the Special Dividend of 6 pence per Blick Share will be payable on the date of
the first payment of the Offer consideration to Blick Shareholders on the
register on the date the Offer becomes or is declared unconditional in all
respects.
The Offer will extend to any Blick Shares unconditionally issued or allotted
while the Offer remains open for acceptance, including any Blick Shares
unconditionally allotted or issued or acquired pursuant to the exercise of
options granted under the Blick Share Option Schemes. The Offer Document and the
Form of Acceptance are expected to be posted to Blick Shareholders and, for
information only, to participants in the Blick Share Option Schemes and The
Blick Share Incentive Plan 2003 as soon as practicable.
Irrevocable Undertakings
SWK has received irrevocable undertakings to accept the Offer from the Directors
of Blick and certain of their related parties in respect of 36,859 Blick Shares,
representing approximately 0.12 per cent. of the existing issued share capital
of Blick. The terms of these irrevocable undertakings require the acceptance of
the Offer even in the event of a competing offer from a third party.
In addition, SWK has received irrevocable undertakings to accept the Offer from
Alan Elliot, formerly the Chairman and a non-executive director of Blick, and
certain of his related trusts in respect of a total of 3,260,000 Blick Shares,
representing approximately 10.5 per cent. of the existing issued share capital
of Blick. The obligations under these irrevocable undertakings shall be
suspended if a competing offer made at a price of not less than 325 pence per
Blick Share is announced on or before 25 December 2003, in the case of 560,330
of such Blick Shares, or 1 January 2003, in the case of 2,699,670 of such Blick
Shares, provided that this suspension shall come to an end if SWK announces a
revision to the Offer representing an improvement over the value of the
competing offer within fourteen days of the announcement of the competing offer.
Mr Elliot and his related trusts have also undertaken to provide a similar
undertaking to SWK in respect of an additional 1,000,000 Blick Shares,
representing 3.2 per cent. of the existing issued share capital of Blick.
In addition, non-binding letters of intent to accept the Offer have been
received in respect of a total of 8,919,066 Blick Shares, representing
approximately 28.6 per cent. of the total existing issued share capital of
Blick.
Accordingly, SWK has received or will receive undertakings to accept or
indications of an intention to accept the Offer in respect of a total of
13,215,925 Blick Shares representing approximately 42.4 per cent. of the
existing issued share capital of Blick.
Further Details of the Offer
The Blick Shares which are subject to the Offer will be acquired by SWK with
full title guarantee, fully paid and free from all Encumbrances and any other
third party rights and/or interests of any nature whatsoever and together with
all rights now or hereafter attaching to them, including the right to receive in
full and retain all dividends (other than the Special Dividend) and other
distributions (if any) declared, made or payable on or after the date of this
announcement.
The proposed final dividend of 9.5 pence per Blick Share announced on 10
December 2003 will only become payable if the Offer lapses or is withdrawn.
Stanley currently intends to fund the Offer from existing cash resources and
commercial paper facilities of the Stanley group. However, Stanley is
evaluating other funding alternatives, including the issue of equity-linked
securities to provide a means of longer-term financing.
Stanley expects the transaction to be immediately accretive to earnings per
fully diluted share in the first twelve months following completion of the
transaction. The first-year return on capital employed from this transaction is
expected to be within Stanley's targeted range. These statements should not be
taken to mean that Blick's earnings per share for 2004 and subsequent periods
will be higher than that of prior periods.
Partial Loan Note Alternative
As an alternative to some or (subject to sufficient nominal value of Loan Notes
remaining available for take-up) all of the cash consideration which would
otherwise be receivable by them under the Offer, Blick Shareholders (other than
certain Overseas Shareholders) who validly accept the Offer will be entitled to
elect to receive Loan Notes to be issued by SWK on the following basis:
For every #1 of cash under the Offer #1 nominal of Loan Notes.
No Loan Notes will be issued unless, by the time the Offer becomes or is
declared wholly unconditional, valid elections have been received for at least
#2.5 million nominal of Loan Notes. If insufficient elections are received,
Blick Shareholders who validly elect for the Partial Loan Note Alternative will
instead receive cash in accordance with the terms of the Offer.
The maximum value of Loan Notes available under the Partial Loan Note
Alternative will be #40 million in aggregate nominal value. If elections for
the Partial Loan Note Alternative exceed #40 million in aggregate nominal value,
elections will be scaled down pro rata and the balance of the consideration will
be satisfied in cash in accordance with the terms of the Offer.
UBS has advised Stanley and SWK that, based on market conditions on 17 December
2003, the latest practicable date prior to the publication of this announcement,
in its opinion, if the Loan Notes had been in issue on that date, the value of
each #1 nominal Loan Note would have been approximately 99 pence.
Payment of principal and interest on Loan Notes will be secured until 31
December 2004 by a letter of credit issued by a reputable international banking
institution to be selected by Stanley and guaranteed by Stanley thereafter for
the remainder of the term of the Loan Notes.
The Partial Loan Note Alternative will be conditional on the Offer becoming or
being declared unconditional in all respects.
Further details of the Loan Notes are set out in Appendix II.
Background to and reasons for the Recommendation
In the last two years, Blick has been executing a clear strategy to provide
customers with an integrated offering of product technology, service and finance
across its core business areas of Security, Communication and Time Management.
The Company improved its focus on its key markets and restructured to reduce the
cost base. Investments were made in development of new products and in forming
new strategic partnerships and channels to market.
Progress has been made in reducing the rate of decline of the rental book, and
an improved financial performance was reported in the preliminary results for
the year ended 30 September 2003, reported on 10 December 2003.
The Directors of Blick believe that the Company's current position as a market
leader in the design, installation and maintenance of a range of Security,
Communication and Time Management solutions has considerable long term
potential. However, as the markets in which Blick operates become increasingly
competitive, the Company will need to expand its portfolio of products to offer
complete and competitive solutions to its customers and fully leverage its
sales, distribution and service network. The Directors of Blick have for some
time believed that given its size, the Company would benefit from the support
and resources of a larger organisation. As a result, the Board has explored
with its financial advisers the strategic options open to the Company. Given a
possible option was a sale of the Company, which created uncertainty for the
management team regarding their future, the Directors of Blick felt it
appropriate to put in place arrangements to retain certain key members of the
management team by offering bonuses related to the value of any subsequent
offer.
The Directors of Blick believe that the Offer, representing 12.6x profit on
ordinary activities before interest, goodwill amortisation and exceptionals for
the year ended 30 September 2003, taken together with the Special Dividend of 6
pence per Blick Share, represents fair value for shareholders, reflecting the
strengths and prospects of the business. The Offer provides an opportunity for
the Blick business to benefit from the focus and resource support of Stanley in
order to realise its potential.
Information on Stanley
Stanley was founded in 1843 by Frederick T. Stanley and incorporated in 1852.
Stanley is a worldwide producer of tools and door products for professional,
industrial and consumer use. Stanley(R) is a brand recognised around the world
for quality and value.
In 2002, Stanley had net sales of $2,593 million, net earnings of $185 million
and employed approximately 14,900 people worldwide. Stanley's principal
executive office is located in New Britain, Connecticut.
Stanley's operations are classified into two business segments: Tools and Doors.
The Tools segment manufactures and markets carpenters', mechanics', pneumatic
and hydraulic tools as well as tool sets. These products are distributed
directly to retailers (including home centres, mass merchants and retail lumber
yards) and end users as well as through third party distributors. Mechanics
tools include consumer, industrial and professional mechanics hand tools,
including wrenches, sockets, electronic diagnostic tools, tool boxes and
high-density industrial and retrieval systems. Pneumatic tools include
Bostitch(R) fastening tools and fasteners (nails and staples) used for
construction, remodelling, furniture making, pallet manufacturing and consumer
use and pneumatic air tools marketed under the Stanley brand (these are high
performance precision assembly tools, controllers and systems for tightening
threaded fasteners used chiefly by vehicle manufacturers). Hydraulic tools
include Stanley hand-held hydraulic tools used by contractors, utilities,
railroads and public works as well as LaBounty(R) mounted demolition hammers
and compactors designed to work on skid steer loaders, mini-excavators, backhoes
and large excavators. In 2002 the Tools segment had net sales of $1,954 million
and operating profit of $208 million.
The Doors segment manufactures and markets commercial and residential doors,
both automatic and manual, as well as closet doors and systems, home decor, door
locking systems, patient monitoring devices and comprehensive security
solutions. Door products are sold directly to end users and retailers as well
as through third party distributors. In 2002 the Doors segment had net sales of
$639 million and operating profit of $81 million.
Information on Blick
Blick is a market leader in the design, installation and maintenance of
Security, Communication and Time Management solutions to commerce, industry and
public sectors worldwide. The Company's activities are focused on markets where
it has an established competitive advantage or where it can become a market
leader in providing products designed to ensure well-managed and secure
environments. With in-house R&D and manufacturing capabilities, Blick aims to
adapt quickly to the needs of its customers in order to retain its strong market
position.
Blick's focus on service for its customers encompasses after-sales support,
flexible finance options, maintenance support packages and a National Call
Centre. Blick's flexible finance options provide customers with convenient and
cost-effective methods of acquiring its market-leading solutions. The Blick
Group has a contract base of some 19,000, including many with blue-chip
companies and UK local authorities made up of approximately 11,700 rental and
7,280 maintenance contracts.
Launched in 1922, the Company has a long history of success and in May 2002
celebrated 80 years of business. Blick floated on the London Stock Exchange in
1986 and is listed in the FTSE All-share index and classified under the FTSE
Support Services sector.
In its announcement on 10 December 2003 of its preliminary results for the year
ended 30 September 2003, the Company reported preliminary sales and profit
before tax, goodwill amortisation and exceptionals of #69.2 million and #8.0
million respectively.
The principal activities of Blick can be divided into three business areas:
1. Security
Blick is well placed to respond to increasing demand from commercial and public
organisations which are investing in systems to ensure the safety and security
of their employees and the general public visiting their sites.
The core security solutions include:
* Access Control
* Door Entry
* Parking Management
2. Communication
Blick's communication product range allows personnel to exchange messages or
issue an alarm to other users or a remote central point, where appropriate
action can be taken. Advanced wireless technology forms the basis of the
Company's communication systems. Applications include:
* Staff Protection and Building Evacuation
* Wireless Messaging, Paging and Nurse Call
* Digital TV Signal Distribution
3. Time Management
Blick's time management systems are designed to provide companies with a
solution that allows both managers and employees to control their time and
resources more effectively and to comply with working time regulations.
The core time management solutions include:
* Fully supported software based Time and Attendance
* Enterprise Time Management Systems
* Blick Resource - Bureau Service
Integrated Systems
In addition, Blick is able to provide integrated systems, combining two or more
products to add value to the overall product, service and finance offering. By
making products and systems work together as complete solutions, Blick aims to
provide maximum value and ease of use for its customers. Systems can be managed
from a central point (locally or remotely) making administration easier and more
efficient.
Examples of integrated systems include:
* Access Control and Staff Protection
* Parking Management and Radio Messaging
* Access Control and Time Management
* Door Entry, Access Control and CCTV
Management and Employees
SWK has given assurances to the Directors of Blick that, on the Offer becoming
or being declared unconditional in all respects, it will observe the existing
contractual and statutory employment rights, including pension rights, of all
Blick employees as required by applicable law.
Inducement Fee
Blick has agreed to pay SWK a fee of #750,000 in the event that (i) the Blick
Board's recommendation of the Offer is withdrawn or amended; or (ii) where there
has been speculation of an alternative offer during the Offer Period, such offer
is the subject of an announcement before or within 90 days after the lapse or
withdrawal of the Offer and such offer or another offer announced during the
currency of any prior alternative offer is recommended by Blick's Board and is
completed in due course.
Blick Share Option Schemes
The Offer will extend to any Blick Shares unconditionally issued or allotted or
acquired pursuant to the exercise of options under the Blick Share Option
Schemes prior to the date on which the Offer closes (or such earlier date as SWK
may, subject to the Code, determine).
SWK also intends to make appropriate proposals to holders of options granted
under the Blick Share Option Schemes to the extent that such options have not
lapsed or been exercised. As part of these arrangements SWK intends to make
available to holders of executive options a facility which would allow them to
exercise their options without having to pay the exercise price at the time of
exercise (a "Cashless Exercise Facility"). Under such a Cashless Exercise
Facility, the exercise price of an option would be funded from the cash proceeds
payable to the optionholder under the Offer.
Disclosure of Interests in Blick
As at 17 December 2003, the last business day prior to this announcement and
save as disclosed in this announcement, neither Stanley, nor any of the
Directors of Stanley, nor their close relatives and related trusts, nor, so far
as Stanley is aware, any party acting in concert with Stanley nor any entity
over which Stanley has control, owned or controlled Blick Shares or held any
options to purchase Blick Shares or had entered into any derivative referenced
to Blick Shares which remain outstanding or have received any irrevocable
commitments to accept the Offer. In the interests of confidentiality, Stanley
has not made enquiries in this respect of certain parties who may be presumed by
the Panel to be acting in concert with it for the purposes of the Offer.
Compulsory Acquisition and Delisting Procedures
If SWK receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Blick Shares to which the Offer relates,
SWK will exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily the remaining Blick
Shares to which the Offer relates. As soon as it is appropriate and possible to
do so and subject to the Offer becoming or being declared unconditional in all
respects, SWK intends to procure the making of an application by Blick to the UK
Listing Authority and the London Stock Exchange for the cancellation of the
listing and admission to trading of Blick Shares. It is anticipated that
cancellation of listing and trading will take effect no earlier than 20 business
days after the Offer becomes unconditional in all respects. Delisting would
significantly reduce the liquidity and marketability of any Blick Shares not
assented to the Offer.
Responsibility for Information in this Document
The Directors of Blick accept responsibility for the information contained in
this announcement relating to Blick, the Directors of Blick and their immediate
families. To the best of the knowledge and belief of the Directors of Blick
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Executive Committee accepts responsibility for all other information
contained in this announcement. To the best of the knowledge and belief of the
Executive Committee (which has taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which it accepts
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
General
The Offer will be made on the terms and subject to the conditions set out herein
and in Appendix I, and to be set out in the Offer Document and the Form of
Acceptance.
Enquiries
Stanley
For Stanley investors/shareholders/media:
Gerry Gould, Investor Relations Tel: +1 (860) 827-3833
UBS: financial adviser to Stanley and SWK:
Tel: +44 (0) 20 7568 1000
Aidan Clegg
Joel Hope-Bell
Blick
Tel: +44 (0) 1793 412 207
Nick Temple
Vanda Murray
JPMorgan: financial adviser to Blick
Tel: +44 (0) 20 7742 4000
Dan Haxby
Nimesh Patel
Panmure: broker to Blick
Tel: + 44 (0) 20 7020 4000
Andrew Godber
Marianne Woods
Terms used in this announcement shall have the meaning given to them in Appendix
III. All times referred to are London times unless otherwise stated. The Offer
Document and the Form of Acceptance are expected to be posted to Blick
Shareholders and, for information only, to participants in the Blick Share
Option Schemes and the Blick Share Incentive Plan 2003 as soon as practicable.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
The Loan Notes to be issued pursuant to the Partial Loan Note Alternative have
not been, and will not be, registered under the United States Securities Act of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction of the United States or the relevant securities laws of Japan, nor
have clearances been, nor will they be, obtained from the securities commission
or similar authority of any province or territory of Canada, nor has a
prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission, nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of or any facilities of a national securities exchange of Australia,
Canada, Japan or the United States, or any other jurisdiction in which an offer
of Loan Notes would constitute (or result in the Offer constituting) a violation
of relevant laws or require registration thereof, or to or for the account or
benefit of any resident of Australia, Canada, Japan or the United States.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails or any other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, Australia, Canada, Japan
or the United States, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia, Canada,
Japan or the United States. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from Australia, Canada, Japan or the United States and persons receiving this
announcement (including custodians, nominees and trustees) must not distribute
or send it into or from Australia, Canada, Japan or the United States. Doing so
may render invalid any related purported acceptance of the Offer. These
press-related materials are not an extension of a tender offer in the US for
Blick Shares. In the event that SWK extends the tender offer in the US at some
future time, it will do so in satisfaction of the procedural and filing
requirements of the US securities laws at that time to the extent applicable
thereto.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Blick, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent. or more of any class of securities of
Blick is generally required under the provisions of Rule 8 of the Code to notify
the Panel by not later than 12.00 noon (London time) on the business day
following the date of the transaction of every dealing in such securities during
the period to the date on which the Offer becomes or is declared unconditional
as to acceptances or lapses or is withdrawn. A copy of such notification on the
appropriate form should also be faxed to the Panel by that time on +44 (0) 20
7256 9386. In the event of any doubt as to the application of these
requirements, the Panel should be consulted on +44 (0) 20 7382 9026. Dealings
by Blick, SWK or their respective "associates" (within the definition set out
in the Code) in any class of securities of Blick or referable thereto until the
end of such period must also be so disclosed. Notification to the Panel should
be made by fax on number +44 (0) 20 7256 9386.
UBS is acting for Stanley and SWK in connection with the Offer and no-one else
and will not be responsible to anyone other than Stanley and SWK for providing
the protections offered to clients of UBS nor for providing advice in relation
to the Offer.
JPMorgan, which is regulated in the United Kingdom for the conduct of investment
business by the Financial Services Authority, is acting for Blick and no-one
else in connection with the Offer and will not be responsible to anyone other
than Blick for providing the protections afforded to clients of JPMorgan nor for
giving advice in relation to the Offer.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will be made by UBS on behalf of SWK, will comply with the
applicable requirements of the Code, the Panel, the UK Listing Authority and the
London Stock Exchange, will be governed by English law and will be subject to
the jurisdiction of the courts of England. In addition it will be subject to
the terms and conditions set out in the Offer Document and in the Form of
Acceptance.
1. Conditions of the Offer
The Offer will be conditional upon:
(i) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00pm (London time) on the first closing date of
the Offer (or such later time(s) and/or date(s) as SWK may, subject to the rules
of the Code or with the consent of the Panel, decide) in respect of not less
than 90 per cent., (or such lesser percentage as SWK may decide) in nominal
value of the Blick Shares to which the Offer relates, provided that, unless
agreed by the Panel, this condition shall not be satisfied unless SWK and/or any
of its wholly-owned subsidiaries shall have acquired or agreed (unconditionally
or subject only to conditions that will be fulfilled upon the Offer becoming or
being declared unconditional in all respects) to acquire (pursuant to the Offer
or otherwise) Blick Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of Blick including
for this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any Blick Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise. For the purposes of this condition:
(a) the expression "Blick Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act;
(b) Blick Shares that have been unconditionally allotted but not
issued shall be deemed to carry the voting rights that they will carry upon
issue; and
(c) valid acceptances shall be treated as having been received in
respect of any Blick Shares that SWK or any other member of the Wider Stanley
Group shall, pursuant to section 429(8) and, if applicable, section 430E of the
Companies Act, be treated as having acquired or contracted to acquire by virtue
of acceptances of the Offer;
(ii) no Third Party having intervened in any way and there not
continuing to be outstanding any statute, regulation or order of any Third Party
in each case which would or might reasonably be expected (in any case to an
extent which is material in the context of the Wider Stanley Group or the Wider
Blick Group, as the case may be, in each case, taken as a whole) to:
(a) make the Offer or its implementation or the acquisition or
proposed acquisition by SWK or any other member of the Wider Stanley Group of
any shares or other securities in, or control or management of, Blick or any
other member of the Wider Blick Group, void, unenforceable and/or illegal in any
jurisdiction or otherwise directly or indirectly restrain, restrict, prohibit,
prevent, delay or otherwise interfere with the implementation thereof, or impose
material additional conditions or obligations with respect to the Offer or such
acquisition, or otherwise challenge, impede or hinder the Offer or its
implementation, or require material amendment to the terms of the Offer or the
acquisition or proposed acquisition of any Blick Shares, or the acquisition of
control of Blick by SWK;
(b) require, prevent, or delay the divestiture or alter the terms
of any proposed divestiture by SWK or any other member of the Wider Stanley
Group or by Blick or any other member of the Wider Blick Group of all or any
material part of their respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct any of their respective
businesses or to own or control any of their respective assets or properties or
any material part thereof;
(c) limit or delay the ability of any member of the Wider Stanley
Group or any member of the Wider Blick Group to acquire or to hold or to
exercise effectively, directly or indirectly, all or any rights of ownership in
respect of shares or other securities in, or to exercise voting or management
control over, any member of the Wider Stanley Group or any member of the Wider
Blick Group;
(d) except pursuant to Part XIIIA of the Companies Act, require
any member of the Wider Stanley Group or of the Wider Blick Group to acquire, or
to offer to acquire, any shares or other securities (or the equivalent) in any
member of either group owned by any third party;
(e) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider Stanley Group
of any shares or other securities (or the equivalent) in Blick;
(f) limit the ability of any member of the Wider Stanley Group
or of the Wider Blick Group to conduct or integrate or co-ordinate its business,
or any part of it, with the businesses or any part of the businesses of any
other member of the Wider Stanley Group or of the Wider Blick Group;
(g) result in any member of the Wider Blick Group ceasing to be
able to carry on business under any name under which it presently does so; or
(h) otherwise adversely affect the business, assets, profits,
financial or trading position or prospects of any member of the Wider Blick
Group or of the Wider Stanley Group,
and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction, in respect of the
Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control of, Blick by SWK or any other member of the Wider
Stanley Group, having expired, lapsed or been terminated;
(iii) a decision of the Federal Cartel Office having been obtained
pursuant to which the Offer or acquisition or the proposed acquisition of any
shares or other securities in, or control of, Blick or any other member of the
Wider Blick Group by any member of the Wider Stanley Group does not meet the
conditions for a prohibition decision pursuant to Section 36 of the German
Gesetz gegen Wettbewerbsbeschrankungen ("GWB"), or the statutory waiting
period pursuant to Section 40 GWB having expired;
(iv) all necessary notifications and filings having been made, all
regulatory and statutory obligations in any relevant jurisdiction having been
complied with, all appropriate waiting and other time periods (including any
extensions of such waiting and other time periods) under any applicable
legislation or regulations of any relevant jurisdiction having expired, lapsed
or been terminated in each case in respect of the Offer or the acquisition or
proposed acquisition of any shares or other securities in, or control of, Blick
or any other member of the Wider Blick Group by any member of the Wider Stanley
Group or the carrying on by any member of the Wider Blick Group of its business
except where the failure to make any such notification or filing, or comply with
any such obligation, or the fact that any such period has not expired, lapsed or
been terminated, individually or in the aggregate, is not reasonably likely to
have a materially adverse effect on the business, assets, profits, financial or
trading position or prospects of any member of the Wider Stanley Group;
(v) all authorisations and determinations necessary or
appropriate in any relevant jurisdiction for or in respect of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Blick or any other member of the Wider Blick Group by any member of
the Wider Stanley Group or in relation to the continuation of the business of
any member of the Wider Blick Group having been obtained, in terms and in a form
reasonably satisfactory to SWK, from all relevant Third Parties or (without
prejudice to the generality of the foregoing) from any persons or bodies with
whom any member of the Wider Blick Group has entered into contractual
arrangements that are material in the context of the Wider Blick Group taken as
a whole and such authorisations and determinations, together with all
authorisations and determinations necessary or appropriate for any member of the
Wider Blick Group to carry on its business, remaining in full force and effect
and there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not renew any of the same in any such case in so far as is
material in the context of the Wider Stanley Group or Wider Blick Group, as the
case may be, in each case, taken as a whole;
(vi) except as publicly announced by Blick, or as fairly disclosed
to SWK or its advisers by or on behalf of Blick in connection with the Offer
prior to 18 December 2003, there being no provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider Blick
Group is a party, or by or to which any such member or any of its assets is or
are or may be bound, entitled or subject or any circumstance, which, in each
case as a consequence of the Offer or the acquisition or proposed acquisition of
any shares or other securities in, or control of, Blick or any other member of
the Wider Blick Group by any member of the Wider Stanley Group or otherwise,
could or might reasonably be expected to result in, (in any case to an extent
that is or would be material in the context of the Wider Blick Group taken as a
whole):
(a) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any such
member being or becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity, or the ability of any such member
to borrow moneys or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn;
(b) any such agreement, arrangement, licence or other instrument,
or the rights, liabilities, obligations or interests of any member of the Wider
Blick Group thereunder, being, or becoming capable of being, terminated or
adversely modified or affected or any onerous obligation or liability arising or
any adverse action being taken or arising thereunder;
(c) the rights, liabilities, obligations or interests of any
member of the Wider Blick Group under any such agreement, arrangement, licence
or instrument or the interests or business of any such member in or with any
other person, firm, company or body (or any arrangement or arrangements relating
to any such interests or business) being terminated or adversely modified or
affected;
(d) any member of the Wider Blick Group ceasing to be able to
carry on its business under any name under which it presently does so;
(e) any asset or interest of any member of the Wider Blick Group
being or falling to be disposed of or ceasing to be available to any member of
the Wider Blick Group or any right arising under which any such asset or
interest could be required to be disposed of or could cease to be available to
any member of the Wider Blick Group, in each case otherwise than in the ordinary
course of business;
(f) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business, property
or assets of any member of the Wider Blick Group or any such mortgage, charge or
other security interest (whenever created, arising or having arisen) becoming
enforceable;
(g) the creation of any liability (actual or contingent) by any
member of the Wider Blick Group otherwise than in the ordinary course of
business; or
(h) the financial or trading position or the profits of any
member of the Wider Blick Group being prejudiced or adversely affected;
(vii) since 30 September 2002, save as publicly announced, or save
as fairly disclosed to SWK or its advisers in connection with the Offer prior to
18 December 2003, no member of the Wider Blick Group having:
(a) (save as between Blick and, on a pre-emptive basis, any
member of the Wider Blick Group or upon the exercise of rights to subscribe for
Blick Shares pursuant to the exercise of options granted under any of the Blick
Share Option Schemes on or prior to 30 September 2002 or details of which have
been disclosed to SWK or its advisers in connection with the Offer prior to 18
December 2003) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or of securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or redeemed, purchased or repaid any
of its own shares or other securities or reduced or made any other change to any
part of its share capital;
(b) save for the Special Dividend, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to Blick or a
wholly-owned subsidiary of Blick);
(c) save for transactions between members of the Blick Group,
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, title or interest in any asset
(including shares and trade investments), which, in each case, is material in
the context of the Wider Blick Group taken as a whole, or merged with or
demerged any body corporate or authorised or proposed or announced any intention
to propose any such merger, demerger, acquisition, disposal, transfer, mortgage,
charge or security interest (other than in the ordinary course of business);
(d) made or authorised or proposed or announced an intention to
propose any change in its loan capital or issued, authorised or proposed the
issue of any debentures;
(e) (save in the ordinary course of business or for transactions
between members of the Blick Group) incurred or increased any indebtedness or
liability (actual or contingent) which is material in the context of the Wider
Blick Group taken as a whole;
(f) entered into, varied or authorised any agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude
or which involves or could involve an obligation of such a nature or magnitude;
or
(ii) could restrict the business of any member of the Wider Blick
Group, and in any case which is material in the context of the Wider Blick Group
taken as a whole;
(g) entered into or varied the terms of any contract, agreement
or arrangement with any of the Directors of Blick or (in a manner which is
material in the context of the Wider Blick Group taken as a whole) any other
director or senior executive of any member of the Wider Blick Group;
(h) waived or compromised any claim other than in the ordinary
course of business in any case in a manner or on terms that are material in the
context of the Wider Blick Group taken as a whole;
(i) taken any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made, in each
case for its winding-up (voluntary or otherwise), dissolution or reorganisation
or for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of all or any material part of its assets or
revenues;
(j) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;
(k) made any alteration to the memorandum or articles of
association of Blick or any material alteration to the memorandum or articles of
association of any of Blick's subsidiaries; or
(l) entered into any contract, commitment, agreement or
arrangement or passed any resolution with respect to, or announced an intention
to, or to propose to effect, any of the transactions, matters or events referred
to in this condition (vii);
(viii) since 30 September 2002, and save as publicly announced, or as
fairly disclosed by or on behalf of Blick to SWK or its advisers in connection
with the Offer prior to 18 December 2003:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of Blick
or any other member of the Wider Blick Group that is material in the context of
the Wider Blick Group taken as a whole;
(b) no litigation or arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced, implemented or
threatened in writing by or against or remaining outstanding against or in
respect of any member of the Wider Blick Group or to which any member of the
Wider Blick Group is or may become a party (whether as plaintiff, defendant or
otherwise) the effect of which is adverse to any member of the Wider Board Group
to an extent which in any case is material in the context of the Wider Blick
Group taken as a whole;
(c) (other than as a result of the Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened in writing, announced, implemented or instituted by or against or
remaining outstanding against or in respect of any member of the Wider Blick
Group which in any such case is adverse to the interests of any member of the
Wider Blick Group and is material in the context of the Wider Blick Group taken
as a whole; and
(d) no contingent or other liability of any member of the Wider
Blick Group having arisen or become apparent or increased which in any case is
material in the context of the Wider Blick Group taken as a whole;
(ix) save as fairly disclosed to SWK or its advisers in connection
with the Offer prior to 18 December 2003, SWK not having discovered since 18
December 2003:
(a) that any financial, business or other information concerning
Blick or the Wider Blick Group that has been disclosed at any time by or on
behalf of any member of the Wider Blick Group whether publicly, or to any member
of the Wider Stanley Group, is misleading, contains any misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading and which was not subsequently corrected before 18
December 2003 by disclosure either publicly or otherwise to SWK, to an extent
which in any such case is material and adverse in the context of the Wider Blick
Group taken as a whole and the acquisition of Blick by SWK; or
(b) that any member of the Wider Blick Group is subject to any
liability (actual or contingent) that has not been disclosed to any member of
the Wider Stanley Group prior to 18 December 2003 or publicly announced, and
which in any case is material in the context of the Wider Blick Group taken as a
whole;
(c) any information which affects the import of any information
disclosed in writing at any time by or on behalf of any member of the Wider
Blick Group whether publicly or to SWK to an extent which is material and
adverse in the context of the Wider Blick Group taken as a whole and the
acquisition of Blick by SWK;
(x) SWK not having discovered since 18 December 2003 that, save
as publicly announced or fairly disclosed in writing to SWK by and on behalf of
Blick prior to 18 December 2003:
(a) any past or present member of the Wider Blick Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health, or otherwise relating to environmental matters or the
health and safety of any person, or that there has otherwise been any such use,
treatment, handling, storage, transport, release, disposal, discharge, spillage,
leak or emission (whether or not this constituted a non-compliance by any person
with any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Blick Group
which in any case is material in the context of the Wider Blick Group taken as a
whole; or
(b) there is, or is likely to be, any liability (whether actual
or contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Blick Group, or in which any such member may now or previously have had or
be deemed to have or have had an interest, or any other property or any
controlled waters under any environmental legislation, regulation, notice,
circular or order or other lawful requirement of any relevant authority or Third
Party or otherwise which in any case is material in the context of the Wider
Blick Group taken as a whole; or
(c) that circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Blick Group which is or
would be material in the context of the Wider Blick Group taken as a whole.
For the purposes of these conditions:
(a) "Third Party" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it
has decided to take, institute, implement, or threaten any action, proceeding,
suit, investigation or enquiry or reference, or made, enacted or proposed any
statute, regulation, decision or order, or taken any measures or other steps or
required any action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed accordingly;
(c) "authorisations" means authorisations, orders, grants,
recognitions, confirmations, consents, licences, clearances, permissions,
exemptions and approvals;
(d) "publicly announced" means disclosed in the annual report and
accounts of Blick for the year ended 30 September 2002 or in the copy of the
preliminary results announcement for the year ended 30 September 2003 provided
to SWK prior to 18 December 2003 or otherwise announced on or before 17 December
2003 by Blick by the delivery of an announcement to a Regulatory Information
Service; and
(e) "the Wider Blick Group" means Blick and its subsidiary
undertakings, associated undertakings and any other undertakings in which Blick
and such undertakings (aggregating their interests) have a substantial interest
and "the Wider Stanley Group" means Stanley and its subsidiary undertakings,
associated undertakings and any other undertaking in which Stanley and such
undertakings (aggregating their interests) have a substantial interest and, for
these purposes, "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Companies Act (but for this purpose
ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act) and
"substantial interest" means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking.
Subject to the requirements of the Panel, SWK reserves the right to waive all or
any of the above conditions, in whole or in part, except condition (i). The
Offer will lapse if it does not become or is not declared unconditional as to
acceptances. Further, the Offer will lapse unless conditions (ii) to (x) have
been fulfilled or (if capable of waiver) waived, or, where appropriate, have
been determined by SWK in its reasonable opinion to be or remain satisfied, by
midnight on the day which is 21 days after the date on which the Offer becomes
or is declared unconditional as to acceptances, or such later date as SWK may,
with the consent of the Panel, decide, provided that SWK shall be under no
obligation to waive or treat as fulfilled any of conditions (ii) to (x)
inclusive by a date earlier than the latest date specified above for the
fulfillment thereof notwithstanding that any such condition or the other
conditions of the Offer may at such earlier date have been fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfillment.
The Offer will lapse (unless otherwise agreed by the Panel) if the acquisition
of Blick by SWK is referred to the Competition Commission before the later of
3.00 pm (London time) on the first closing date of the Offer and the date on
which the Offer becomes or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and SWK
and accepting Blick Shareholders shall thereupon cease to be bound by Forms of
Acceptance submitted at or before the time when the Offer so lapses. The
Special Dividend will not be payable in such circumstances.
If SWK is required by the Panel to make an offer for Blick Shares under the
provisions of Rule 9 of the Code, SWK may make such alterations to the terms and
conditions of the Offer as are necessary to comply with the provisions of that
Rule.
2. Certain further terms of the Offer
The Blick Shares which are subject to the Offer will be acquired by SWK with
full title guarantee, fully paid up and free from all Encumbrances and other
third party rights and/or interests of any nature whatsoever and together with
all rights now or hereafter attaching to them, including the right to receive
and retain all dividends (other than the Special Dividend) and other
distributions if any declared, made or payable after the date of this
announcement.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
APPENDIX II
LOAN NOTE TERMS
The Loan Notes will be created by a resolution of the Board of Directors of SWK
and will be constituted by an instrument (the "Loan Note Instrument") to be
executed by SWK. Payment of principal and interest on Loan Notes will be secured
until 31 December 2004 by a letter of credit issued by a reputable international
banking institution to be selected by Stanley and guaranteed by Stanley
thereafter for the remainder of the term of the Loan Note. The Partial Loan
Note Alternative will be conditional on the Offer becoming or being declared
unconditional in all respects. No Loan Notes will be issued unless, by the time
the Offer becomes or is declared wholly unconditional, elections have been
received for at least #2.5 million nominal of Loan Notes. If insufficient
elections are received, Blick Shareholders who elect for the Partial Loan Note
Alternative will instead receive cash in accordance with the terms of the Offer.
The maximum value of Loan Notes available under the Partial Loan Note
Alternative will be #40 million in aggregate nominal value. If elections for
the Partial Loan Note Alternative exceed #40 million in aggregate nominal value,
elections will be scaled down pro rata and the balance of the consideration will
be satisfied in cash in accordance with the terms of the Offer. The Loan Note
Instrument will contain provisions, inter alia, to the effect set out below.
1. Form and Status
The Loan Notes will be issued by SWK in registered form and in amounts and
integral multiples of #1 and will constitute guaranteed unsecured obligations of
SWK. Fractional entitlements will be disregarded. The Loan Note Instrument
will not contain any restrictions on borrowings, disposals or charging of assets
by SWK or any other member of Stanley's Group.
2. Interest
(i) Interest on the Loan Notes will be calculated on the basis
of the actual number of days elapsed in a 365 day year and will be payable
(subject to any requirement to deduct income tax therefrom) twice yearly in
arrears on 30 June and 31 December, or if any such day is not a business day, on
the next succeeding business day ("Interest Payment Dates") in each year in
respect of the Interest Periods (as defined below) ending on those dates at the
rate specified in paragraph 2(ii) or (iii) below, except that the first payment
of interest on any Loan Notes, which will be made on 30 June 2004, will be in
respect of the period from and including the first date of issue of any of the
Loan Notes up to (but excluding) 30 June 2004. The period from (and including)
30 June 2004 or any subsequent Interest Payment Date up to (but excluding) the
next following Interest Payment Date is herein called an "Interest Period".
(ii) The rate of interest on the Loan Notes for each Interest
Period will be the rate per annum calculated by SWK to be half of one per cent.
(0.50 per cent.) below LIBOR, where LIBOR means in relation to each Interest
Period the rate for six month deposits of sterling at 11.00 am (London time) on
the first day of the relevant Interest Period displayed as the British Bankers
Association Interest Settlement Rate as quoted on the relevant page of the
Bloomberg Financial Markets monitor or, if no such quotation as at 11.00 am
appears on or before 3.00 pm on such date, the rate of interest shall be the
arithmetic mean of the other quotations for six month deposits of sterling which
appear on the Reuters Screen LIBP Page at 11.00 am on such date. Any
calculation by SWK of the rate of interest and of each interest amount shall, in
the absence of manifest error, be final and binding.
(iii) If a rate of interest cannot be established in accordance
with the provisions of paragraph 2(ii) for any relevant Interest Period, then
the rate of interest on the Loan Notes for such Interest Period shall be
calculated by reference to such rate as SWK shall determine on the basis of
quotations made by reference to a London clearing bank or a group of London
clearing banks for six month deposits of a similar size and currency or (failing
which) to rates offered in any other sterling inter-bank market or markets as
SWK may select and, if a rate of interest cannot be established in accordance
with the foregoing provisions for any succeeding Interest Period, then the rate
of interest on the Loan Notes for such Interest Period shall be the same as that
applicable to the Loan Notes during the previous Interest Period.
3. Redemption of Loan Notes
(i) A Loan Noteholder shall be entitled to require SWK to
redeem the whole or part of his holding of Loan Notes at par, together with
accrued interest (subject to any requirement to deduct tax therefrom) up to (but
excluding) the date of payment, on any Interest Payment Date falling on or after
31 December 2004 by giving not less than 30 days' notice in writing (in the form
endorsed on the Loan Note certificate) accompanied by the certificate(s) for all
the Loan Notes to be redeemed, provided that no such notice may be given in
respect of any Loan Notes in respect of which notice of redemption has
previously been given by SWK in accordance with paragraph 3(ii) below.
(ii) If, at any time, the aggregate nominal amount of all Loan
Notes outstanding is #500,000 or less, SWK shall have the right on giving to the
remaining Loan Noteholders not less than 30 days' notice in writing, such notice
not to take effect prior to 31 December 2004, to redeem all (but not some only)
of the outstanding Loan Notes by payment of the nominal amount thereof together
with accrued interest (subject to any requirement to deduct tax therefrom) up to
(but excluding) the date of redemption.
(iii) Any Loan Notes not previously so redeemed or purchased or
cancelled will be redeemed in full at par on 30 June 2009 or if that is not a
business day, the next following business day together with accrued interest
(subject to any requirement to deduct tax therefrom) up to (but excluding) that
date.
4. Events of Default
Each Loan Noteholder shall be entitled by notice in writing to require all or
any part of the Loan Notes held by him to be repaid, such Loan Notes becoming
immediately due and repayable, at par together with accrued interest (after
deduction of tax) if any of the following events occur and are continuing:
(i) any principal or interest on any of the Loan Notes held by
that Loan Noteholder shall fail to be paid in full within 30 days after the due
date for payment thereof; or
(ii) an order is made or an effective resolution is passed for
the winding-up or dissolution of SWK or Stanley (other than for the purposes of
a reorganisation, liquidation, reconstruction or an amalgamation or
reconstruction or a members' voluntary winding-up upon terms previously approved
by extraordinary resolution of the Loan Noteholders) or SWK or Stanley enters
into any composition or other arrangement for the protection of its creditors
generally or the Company applies to a court of competent jurisdiction for the
protection of its creditors generally; or
(iii) an encumbrancer takes possession or a trustee, receiver or
an administrator, administrative receiver or similar officer is appointed over
all or substantially all of the SWK's or Stanley's assets and such person has
not been paid out or discharged within 30 days.
SWK will within five days of becoming aware of the occurrence of any such event
give written notice to the Loan Noteholders.
5. Guarantee
Payment of principal and interest on Loan Notes will be secured until 31
December 2004 by a letter of credit issued by a reputable international banking
institution to be selected by Stanley and guaranteed by Stanley thereafter for
the remainder of the term of the Loan Note.
6. Purchase of Loan Notes
SWK will be entitled at any time by agreement with the relevant Loan Noteholder
(s) to purchase Loan Notes at any price by tender, private treaty or otherwise.
7. Cancellation of Loan Notes
Any Loan Notes redeemed or purchased shall be cancelled and SWK shall not be at
liberty to re-issue the same.
8. Additional Loan Notes
Each Loan Noteholder shall have the right to acquire (by subscription at par of
an amount equal to up to ten per cent. of the nominal value of such Loan
Noteholder's holding of Loan Notes, such amount to be payable in full on
subscription) additional loan notes to be issued by a subsidiary of SWK
("Additional Loan Notes") on terms and conditions the same in all material
respects as those applicable to the Loan Notes, except that the Additional Loan
Notes shall carry interest at one per cent. below the rate of interest on the
Loan Notes and shall not carry any right to acquire additional securities.
9. Substitution
The Loan Notes will contain provisions entitling SWK (and any substituted
debtor) at its sole discretion, without the consent of the Loan Noteholders, to
substitute any subsidiary or holding company of SWK or any subsidiary of any
such holding company which, in any such case, is resident in the UK for tax
purposes as the principal debtor under the Loan Note Instrument and any or all
of the Loan Notes. Such substitution will be on the same terms and conditions
as the Loan Note Instrument and the Loan Notes and will be secured by a letter
of credit issued by the banking institution selected by Stanley for any period
up to 31 December 2004 and thereafter subject to a guarantee by Stanley on terms
corresponding to those of the guarantee provided by Stanley under the Loan Note
Instrument. Such substitution shall be subject to the written consent of
Stanley and will be executed by means of a substitution instrument executed by
SWK, Stanley and the substituted debtor in such form as they may agree. A copy
of the substitution instrument shall be made available for inspection by Loan
Noteholders. With effect from the execution of the substitution instrument, the
substituted debtor shall undertake in favour of each relevant Loan Noteholder to
be bound by the terms and conditions of the relevant Loan Notes as fully as if
the substituted debtor has been named in the Loan Note Instrument and the
relevant Loan Notes as the principal debtor in respect of those Loan Notes,
whereupon the Company shall be automatically released from any and all of its
liabilities and obligations under the Loan Note Instrument or the Loan Notes
(other than any liability of it under the Loan Note Instrument existing prior to
the date of the substitution instrument).
10. Registration and Transfer
The Loan Notes will be registered in amounts and multiples of #1. The Loan
Notes will be transferable in amounts or integral multiples of #1.
11. Prescription
Amounts in respect of interest on any Loan Notes which remain unclaimed by the
Loan Noteholder for a period of twelve years and amounts due in respect of
principal which remain unclaimed for a period of twelve years, in each case from
the date on which the relevant payment first becomes due, shall revert to SWK
and the Loan Noteholder shall cease to be entitled thereto.
12. Modification
The provisions of the Loan Note Instrument and the rights of Loan Noteholders
will be subject to modification, abrogation or compromise with the consent of
SWK and the sanction of an extraordinary resolution passed by a majority of not
less than 75 per cent. of the votes cast at a duly convened meeting of Loan
Noteholders or approved by a written resolution of not less than 75% of Loan
Noteholders.
13. No Listing
No application has been made, or will be made, for the Loan Notes to be listed
or dealt in on any stock exchange. The Loan Notes will not be registered under
the United States Securities Act of 1933, as amended. Accordingly, the Loan
Notes may not be offered, sold or delivered, directly or indirectly, in or into
the United States. Furthermore, the Loan Notes will not be registered under any
of the relevant securities laws of Australia, Canada or Japan. Accordingly,
unless an exemption under relevant securities law is applicable, the Loan Notes
may not be offered, sold or delivered, directly or indirectly in or into
Australia, Canada or Japan.
14. Governing Law
The Loan Notes and Loan Note Instrument will be governed by and construed in
accordance with English law.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Blick Group" Blick, its subsidiaries and subsidiary
undertakings and where the context
permits, each of them
"Board" as the context requires, the board of
directors of SWK or the board of directors
of Blick
"Blick Share Option Schemes" The Blick Group Share Option Scheme, The
Blick 1996 Executive Share Option Scheme,
The Blick Sharesave Scheme 1992 and The
Blick Inland Revenue Approved Sharesave
Scheme 2003
"Blick Shareholders" holders of Blick Shares
"Blick Shares" the existing unconditionally allotted or
issued ordinary shares of 5 pence each in
the capital of Blick and any further such
shares which are unconditionally allotted
or issued (including pursuant to the
exercise of outstanding options granted
under the Blick Share Option Schemes) on
or after the date hereof and at or prior
to the time at which the Offer ceases to
be open for acceptance or, subject to the
provisions of the Code, such earlier time
and/or date as SWK may determine, not
being earlier than the date on which the
Offer becomes unconditional as to
acceptances or, if later, the first
closing date of the Offer, as SWK may
determine
"Blick" or the "Company" Blick plc
"Closing Price" the middle market price of the relevant
share at the close of business on the day
to which such price relates, as derived
from the Daily Official List for that day
"Code" The City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985, as amended
"Daily Official List" the Daily Official List of the London
Stock Exchange
"Encumbrance" any charge, mortgage, lien, hypothecation,
judgment, equitable interest, encumbrance,
easement, security, title retention,
preferential right, trust arrangement or
any other security interest or any other
agreement or arrangement having a
commercial effect analogous to the
conferring of security or any similar
right in favour of any person
"Executive Committee" the executive committee of Stanley and the
directors of SWK comprising James Loree,
Bruce Beatt, Brett Bontrager and John Trani
"Form of Acceptance" the form of acceptance, authority and
election for use by Blick Shareholders in
connection with the Offer
"JPMorgan" J.P. Morgan plc
"Listing Rules" the listing rules made by the UK Listing
Authority under Section 74 of the
Financial Services and Markets Act 2000
and published in its book entitled "The
Listing Rules" (as from time to time
amended)
"Loan Noteholder" a holder of Loan Notes
"Loan Notes" the SWK variable rate guaranteed unsecured
loan notes 2009, summary particulars of
which are set out in Appendix II
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended offer to be made by UBS,
on behalf of SWK, to acquire all of the
Blick Shares 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,
extension or renewal of such offer and
includes any election available in
connection with it
"Offer Document" the document addressed to Blick
Shareholders specifying the terms and
conditions of the Offer
"Official List" the Official List of the UK Listing
Authority
"Offer Period" the period commencing on (and including)
10 December 2003, the date on which Blick
announced that it had received an
approach, which may or may not lead to an
offer being made for the entire issued,
and to be issued share capital of Blick,
and ending at 3.00 p.m. (London time) on
the first closing date of the Offer, or,
if later, the date when the Offer becomes
or is declared unconditional as to
acceptances or lapses
"Overseas Shareholders" Blick Shareholders resident in or
nationals or citizens of, jurisdictions
outside the UK or who are nominees of, or
custodians, trustees or guardians for
citizens or nationals of such other
jurisdictions
"Panel" the Panel on Takeovers and Mergers
"Partial Loan Note Alternative" the alternative under the Offer whereby
Blick Shareholders (except for certain
Overseas Shareholders) who validly accept
the Offer may elect to receive Loan Notes
in lieu of some or (subject to sufficient
nominal value of Loan Notes remaining
available for take-up) all of the cash
consideration to which they would
otherwise be entitled under the Offer
"Regulatory Information Service" any of the services set out in schedule 12
to the Listing Rules
"Stanley" The Stanley Works
"Special Dividend" a dividend equal to 6 pence per Blick
Share to be paid to those Blick
Shareholders on the register of members of
the Company on the date on which the Offer
becomes or is declared wholly unconditional
"SWK" SWK (UK) PLC, a wholly owned subsidiary of
Stanley
"UBS" or "UBS Investment Bank" UBS Limited
"UK Listing Authority" the Financial Services Authority acting in
its capacity as the competent authority
for listing under Part VI of the Financial
Services and Markets Act 2000
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" 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
Sources of information and bases of calculation
The aggregate consideration under the Offer, not including the Special Dividend,
is based upon the issued share capital of Blick, 31,166,228 shares, as at 11
December 2003 at the Offer price of 300 pence per share.
The average Closing Price for a Blick Share for the six-month period from 10
June to 9 December 2003 is based upon information sourced from Thomson Financial
(Datastream).
The average US Dollar / Sterling exchange rate of US$1.5019:#1 and US$1.4403:#1,
calculated as the average of the daily closing exchange rates for the twelve
month period to 28 December 2002 and to 29 December 2001 respectively, sourced
from Thomson Financial (Datastream), was applied in calculating the Sterling
equivalent of the financial results of Stanley for the financial years ended 28
December 2002 and 29 December 2001 respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFUWRNROARUARA