RNS Number:6420J
James Reed & Partners PLC
04 April 2003
4 April 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
RECOMMENDED CASH OFFERS
by
ALTIUM CAPITAL LIMITED
on behalf of
JAMES REED & PARTNERS PLC
to acquire the whole of the issued share capital of
REED EXECUTIVE PLC
Summary
* The boards of Reed Executive and James Reed & Partners, a company
backed by Reed Executive's management and loans provided by Barclays Bank plc,
announce that agreement has been reached on the terms of recommended cash
offers, to be made formally by Altium Capital on behalf of James Reed &
Partners, to acquire the whole of the issued and to be issued share capital of
Reed Executive.
* The Offers are being made on the following basis:
* for each Reed Share 140 p in cash
A Share Alternative will also be made available.
* The Offers value the existing issued share capital of Reed Executive at
approximately #62.63 million. The Offer Price represents a premium of
approximately 18.1 per cent. over the Closing Price of 118.5 p per Reed Ordinary
Share on 3 April 2003, being the last business day prior to this announcement.
The Reed 'B' Shares are not traded on the London Stock Exchange or listed on the
Official List, but their class rights are identical to those of the Reed
Ordinary Shares, save for certain restrictions on transfer.
* In aggregate, James Reed & Partners has received irrevocable
undertakings to accept the Offers in respect of 11,052,827 Reed Ordinary Shares
and 26,827,500 Reed 'B' Shares, representing approximately 61.79 per cent. of
the Reed Ordinary Shares and approximately 99.94 per cent. of the Reed 'B'
Shares respectively which together represent approximately 84.68 per cent. of
the entire issued share capital of Reed Executive.
* Having been so advised by KBC Peel Hunt, Michael Eysenck, the
Independent Director, considers the terms of the Offers to be fair and
reasonable so far as Shareholders are concerned. Accordingly, Michael Eysenck
recommends that Shareholders accept the Offers. Michael Eysenck does not hold
any Reed Shares. In providing such advice, KBC Peel Hunt has taken account of
Michael Eysenck's commercial assessments.
* If the Offers do not become or are not declared wholly unconditional,
it is the Board's current intention to declare a dividend of 2p per Reed Share
for the period ended 27 December 2002.
* The Offers are, amongst other things, conditional upon the passing of
resolutions to amend the articles of association of Reed Executive. Further
details of this are set out in the circular to Reed Shareholders, which is being
despatched today.
Commenting on the Offers, Professor Michael Eysenck, the Independent Director of
Reed Executive, said:
"The Offers give Shareholders an opportunity to realise their investment in the
Company for cash at a time when market sentiment towards smaller companies is
increasingly negative. In my capacity as Independent Director and having
received advice from KBC Peel Hunt, I consider the terms of the Offers to be
fair and reasonable so far as the Shareholders are concerned."
Commenting on the Offers, James Reed, director of James Reed & Partners, said:
"The acquisition of Reed Executive will enable Reed Shareholders to realise
their investment in Reed Executive for cash at a premium to the Closing Price on
3 April 2003, being the last business day prior to this announcement, at a time
when the current trading environment shows no indication of short term recovery.
It also removes Reed Executive from the financial, managerial and regulatory
burdens of being a company whose shares are admitted to the Official List.
Additionally, negative market sentiment towards smaller quoted companies and the
increasing illiquidity of the Reed Ordinary Shares has significantly eroded the
benefits to the Company of maintaining its listing."
The conditions and certain further terms of the Offers are set out in Appendix I
to this announcement. Certain sources and bases of information set out in this
announcement are contained in Appendix II to this announcement. Appendix III to
this announcement contains details of the interests in Reed Shares of the
directors of James Reed & Partners, their close relatives and related trusts,
and, as far as the directors of James Reed & Partners are aware, of those
persons acting in concert with James Reed & Partners. Appendix IV to this
announcement contains definitions of certain expressions used in this
announcement.
This summary should be read in conjunction with and is subject to the full text
of the attached announcement.
In a separate announcement, Reed Executive is today making the preliminary
announcement of its results for the financial period ended 27 December 2002.
Enquiries:
Garry Levin / Mark Dickenson/Alexi Quelch Tel: 020 7484 4040
Altium Capital Limited
James Reed / Derek Beal Tel: 020 7313 7450 / 020 7313 7459
Chief Executive / Finance Director
Reed Executive PLC
David Davies / Julian Blunt Tel: 020 7418 8900
KBC Peel Hunt
Andrew Jaques / Rebecca Bantoft Tel: 020 7357 9477
Hogarth Partnership Limited
The Offers (including the Share Alternative) are not being made, directly or
indirectly, in, into or from the United States, or by use of the United States
mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of United States interstate
or foreign commerce, or any facility of a national securities exchange of the
United States, Canada, Australia or Japan. Accordingly, this announcement,
copies of this announcement and any related documents are not being and must not
be mailed or otherwise distributed or sent in, into or from the United States,
Canada, Australia or Japan and persons receiving this document and any related
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan. All Reed Shareholders (including nominees, trustees
or custodians) who would, or otherwise intend to forward this document, should
inform themselves about and observe any applicable requirement.
The JRP Shares will not be listed on any stock exchange and have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state of the United States; the relevant clearances have not been, and will
not be, obtained from the Securities Commission of any province of Canada; no
prospectus in relation to the JRP Shares has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission and no steps
will be taken to enable the JRP Shares to be offered in compliance with the
applicable securities laws of Japan or any other jurisdiction outside the United
Kingdom. Accordingly, the JRP Shares may not (unless an exemption under
relevant securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in, into or from the United States, Canada,
Australia or Japan or any other jurisdiction outside the United Kingdom, where
to do so would constitute a violation of the relevant laws of such jurisdiction.
Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for James Reed & Partners as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Offers and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than James Reed & Partners for providing the
protections afforded to clients of Altium Capital, or for giving advice to any
other person in relation to the Offers, the contents of this announcement or any
other matter referred to herein.
KBC Peel Hunt, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Reed Executive and for no one else
in connection with the Offers and will not be responsible to anyone other than
Reed Executive for providing the protections afforded to customers of KBC Peel
Hunt or for giving advice in relation to the Offers.
4 April 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
RECOMMENDED CASH OFFERS
by
ALTIUM CAPITAL LIMITED
on behalf of
JAMES REED & PARTNERS PLC
to acquire the whole of the issued share capital of
REED EXECUTIVE PLC
1. Introduction
The boards of Reed Executive and James Reed & Partners, a company backed by Reed
Executive's management and loans provided by Barclays Bank plc, announce that
agreement has been reached on the terms of recommended cash offers, to be made
by Altium Capital on behalf of James Reed & Partners, to acquire the whole of
the issued and to be issued share capital of Reed Executive.
2. Recommendation
Having been so advised by KBC Peel Hunt, Michael Eysenck, the Independent
Director, considers the terms of the Offers to be fair and reasonable so far as
Shareholders are concerned. Accordingly, Michael Eysenck recommends that
Shareholders accept the Offers. Michael Eysenck does not hold any Reed Shares.
In providing such advice, KBC Peel Hunt has taken account of Michael Eysenck's
commercial assessments.
The Offers give Shareholders an opportunity to realise their investment in the
Company for cash at a time when market sentiment towards smaller companies is
increasingly negative. In his capacity as Independent Director and having
received advice from KBC Peel Hunt, Michael Eysenck considers the terms of the
Offers to be fair and reasonable so far as Shareholders are concerned.
The Offer Price represents a premium of approximately 18.1 per cent. over the
Closing Price of 118.5p per Reed Ordinary Share on 3 April 2003, being the last
business day prior to the announcement of the Offers.
3. The Offers
The Offers will be made on the following basis:
(a) The Ordinary Offer
For each Reed Ordinary Share 140p in cash
(b) The 'B' Ordinary Offer
For each Reed 'B' Share 140p in cash
The Offers collectively value the existing issued share capital of Reed
Executive at approximately #62.63 million. The Offer Price represents a premium
of approximately 18.1 per cent. over the Closing Price of 118.5p per Reed
Ordinary Share on 3 April 2003, being the last business day prior to this
announcement. The Reed 'B' Shares are not traded on the London Stock Exchange or
listed on the Official List, but their class rights are identical to those of
the Reed Ordinary Shares, save for certain restrictions on transfer.
In addition, a Share Alternative will also be made available, details of which
are set out in paragraph 4 below.
4. The Share Alternative
Under the Offers, Reed Shareholders (other than certain Restricted Overseas
Persons) who validly accept the Offers may elect to receive JRP Shares in
exchange for all of their Reed Ordinary Shares and/or all their Reed 'B' Shares
instead of all of the cash consideration to which they would otherwise be
entitled, on the following basis:
For each Reed Share one JRP Share
5. Irrevocable undertakings to accept the Offers
Alec Reed, James Reed, other members of the Reed Family and Reed Charity have
irrevocably undertaken to accept the Offers and elect for the Share Alternative
in respect of 5,938,250 Reed Ordinary Shares (which represent approximately
33.20 per cent. of the Reed Ordinary Shares in issue) and 26,827,500 Reed 'B'
Shares (which represent approximately 99.94 per cent. of the Reed 'B' Shares in
issue) which together represent approximately 73.25 per cent. of the entire
issued share capital of Reed Executive.
In addition, James Reed & Partners has received an irrevocable undertaking from
Personal Pension Management Limited, the trustee of the Alec Reed pension fund,
to accept the Offers in respect of its entire holding of 750,000 Reed Ordinary
Shares, which represents approximately 4.19 per cent. of the Reed Ordinary
Shares, and approximately 1.68 per cent. of the entire issued share capital of
Reed Executive.
James Reed & Partners has also received an irrevocable undertaking from Eagle
Trustees Limited, the trustee of the Reed Executive employee benefit trust, to
accept the Offers in respect of its holding of 4,364,577 Reed Ordinary Shares,
which represents approximately 24.40 per cent. of the Reed Ordinary Shares and
approximately 9.76 per cent. of the entire issued share capital of Reed
Executive.
Accordingly, in aggregate, James Reed & Partners has received irrevocable
undertakings to accept the Offers in respect of 11,052,827 Reed Ordinary Shares
(representing approximately 61.79 per cent. of the Reed Ordinary Shares) and
26,827,500 Reed 'B' Shares (representing approximately 99.94 per cent. of the
Reed 'B' Shares) which together represent approximately 84.68 per cent. of the
entire issued share capital of Reed Executive.
The irrevocable undertakings referred to above will remain binding even in the
event of a higher competing offer being made by a third party for Reed
Executive.
6. Disclosure of interests in Reed Executive
Save as disclosed in Appendix III to this announcement, as at 3 April 2003, the
last business day prior to this announcement, neither James Reed & Partners, nor
any of its directors, their close relatives and related trusts, nor, so far as
James Reed & Partners are aware, any party acting in concert with James Reed &
Partners, owned or controlled Reed Shares or held any options to purchase Reed
Shares or had entered into any derivative referenced to Reed Shares which remain
outstanding. In the interests of confidentiality, James Reed & Partners has not
made enquires 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 Offers.
7. Information on Reed Executive
The principal activities of Reed Executive are the provision of temporary and
permanent recruitment services in the areas of accountancy and banking;
administration and secretarial; catering and hospitality; education; engineering
and construction; insurance and financial services; IT and communications;
marketing and PR and sales; welfare to work services for HM Government and
professional development, education and training courses.
In July 2001, Reed Executive de-merged Reed Health Group plc to enable the Reed
Directors and senior management of Reed Executive to devote more time to its
remaining business.
In a separate announcement, Reed Executive is today making its preliminary
announcement of its results for the financial period ended 27 December 2002. In
the financial period ended 27 December 2002, Reed Executive reported turnover of
#349.4 million (2001: #407.0 million) and profit after tax of #4.9 million
(2001: #9.7 million). Reported basic earnings per share were 11.4 p (2001: 22.7
p).
James Reed, Chief Executive of Reed Executive, commented in the preliminary
announcement:
"The year 2002 was a difficult trading year for the group as I indicated at the
time of the interims, and this is reflected in the full year results. We
experienced difficult market conditions during the 52 weeks to 27th December
2002, and the current trading environment shows no indication of short term
recovery. In the circumstances, the Board is managing the business carefully
with attention to costs, risks and opportunities, to deal with these difficult
market conditions. We continue to invest in services and introduce new
developments and innovations in anticipation of an eventual upturn in the
recruitment business."
8. Information on James Reed & Partners
James Reed & Partners is a newly incorporated English company established for
the purpose of making the Offers. The board of James Reed & Partners comprises
James Reed and Derek Beal. Following the Offers becoming or being declared
wholly unconditional, James Reed & Partners will be controlled by the Reed
Family.
James Reed & Partners has not traded since the date of its incorporation and has
not entered into any obligations other than in connection with the Offers and
the financing thereof.
9. Background to and reasons for the Offers
The board of James Reed & Partners believes that the acquisition of Reed
Executive by James Reed & Partners will enable Reed Shareholders to realise
their investment in Reed Executive for cash at a premium to the Closing Price on
3 April 2003, being the last business day prior to this announcement, at a time
when the current trading environment shows no indication of short term recovery.
In addition, it removes Reed Executive from the financial, managerial and
regulatory burdens of being a company whose shares are admitted to the Official
List.
Since the Company's flotation, the Reed Family has remained a majority and
controlling shareholder of the Company. Due to negative market sentiment
towards smaller quoted companies and the increasing illiquidity of the Reed
Ordinary Shares, the directors of James Reed & Partners believe that the
benefits to the Company of maintaining its listing have been significantly
eroded.
Upon completion of the Offers, the board of James Reed & Partners intends to
review the strategy of Reed Executive's business. There is no present intention
for any major changes to be introduced in the business or for the redeployment
of any fixed assets of Reed Executive.
10. Shareholders' meetings
A circular convening the EGM and the Class Meeting for the purpose of
considering a proposed amendment to the articles of association of Reed
Executive will be despatched to Reed Shareholders today.
The articles of association of Reed Executive currently prohibit, subject to
certain limited exceptions, the transfer of the Reed 'B' Shares by Reed 'B'
Shareholders unless those shares have first been offered to other Reed 'B'
Shareholders. In order to enable the 'B' Ordinary Offer to be completed, the
articles of association require amendment to permit the holders of Reed 'B'
Shares to accept the 'B' Ordinary Offer.
In addition, if Reed 'B' Shareholders wish to exercise their right to have their
Reed 'B' Shares redesignated into Reed Ordinary Shares, the articles of
association provide that the redesignation cannot take place until at least
three months after the relevant request has been made to the Company. The
Company is proposing to remove the period of delay by amending the articles of
association so that redesignation of Reed 'B' Shares may take place immediately
upon a relevant request being made, which, in certain circumstances, may
facilitate the Ordinary Offer becoming unconditional as to acceptances.
The EGM and the Class Meeting to be held at 10.30 a.m. and at 10.45 a.m.,
respectively, on 1 May 2003 at the offices of Mayer, Brown, Rowe & Maw LLP, 11
Pilgrim Street, London EC4V 6RW will consider the Resolutions. Shareholders are
reminded that the Offers are conditional, amongst other matters, upon the
passing of the Resolutions. As such, the amendment to the articles of
association is necessary to facilitate the transfer of Reed 'B' Shares pursuant
to the 'B' Ordinary Offer and the Reed Ordinary Shares pursuant to the Ordinary
Offer.
11. Reed Share Option Schemes
The Offers will extend to any Reed Shares unconditionally allotted or issued
while the Offers remain open for acceptance (or until such earlier date as,
subject to the City Code or with the consent of the Panel, James Reed & Partners
may decide, being not earlier than the date on which the Offers become or are
declared unconditional as to acceptances, or if later, the final closing date of
the Offers), including those allotted or issued as a result of the exercise of
options under the Reed Share Option Schemes.
Appropriate proposals will be made to the holders of options under the Reed
Share Option Schemes following the Offers becoming or being declared
unconditional in all respects.
12. Management and employees
The Independent Director has agreed to resign from the Board shortly after the
Offers becoming or being declared unconditional in all respects.
The board of James Reed & Partners has given assurances to the Independent
Director that, following the Offers becoming or being declared unconditional in
all respects, the existing employment rights, including pension rights, of Reed
Executive's employees will be fully safeguarded.
13. Inducement fee agreement
Reed Executive and James Reed & Partners have entered into an inducement fee
agreement. Under this agreement, as an inducement to James Reed & Partners to
make the Offers, Reed Executive has agreed to pay James Reed & Partners a fee of
#400,000 in the event that the Offers lapse or are withdrawn and before such
lapse or withdrawal a competing offer for a cash amount in excess of the Offers
is announced by a third party which either becomes or is declared unconditional
in all respects or following which, the Independent Director withdraws his
recommendation of the Offers.
14. Cancellation of admission to trading and compulsory acquisition
James Reed & Partners intends, following the Offers becoming or being declared
unconditional in all respects, to procure that Reed Executive will apply for the
cancellation, respectively, of the trading of Reed Ordinary Shares on the London
Stock Exchange and of the listing of the Reed Ordinary Shares on the Official
List.
If James Reed & Partners receives acceptances under the Offers in respect of,
and/or otherwise acquires, 90 per cent. or more of the Reed Ordinary Shares to
which the Ordinary Offer will relate and/or Reed 'B' Shares to which the 'B'
Ordinary Offer will relate, and the Offers become or are declared unconditional
in all respects, James Reed & Partners intends to exercise its rights pursuant
to the provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily all outstanding Reed Ordinary Shares and/or Reed 'B'
Shares.
15. General
The Offers will be made on the terms and subject to the conditions which are set
out in Appendix I to this announcement and on the further terms that will be set
out in the Offer Document and the Forms of Acceptance and such further terms as
may be required to comply with the provisions of the City Code. Details of the
sources and bases of information in respect of the information contained in this
announcement are contained in Appendix II to this announcement. Appendix III to
this announcement contains details of the interests in Reed Shares of the
directors of James Reed & Partners, their close relatives and related trusts,
and, as far as the directors of James Reed & Partners are aware, of those
persons acting in concert with James Reed & Partners. Appendix IV to this
announcement contains definitions of certain expressions used in this
announcement.
James Reed & Partners and Reed Executive intend that the Offer Document setting
out the details of the Offers will be posted to Reed Shareholders as soon as
reasonably practicable and in any event within 28 days of the date of this
announcement. This announcement does not constitute an offer or an invitation to
purchase any securities.
The availability of the Offers 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.
This announcement does not constitute an offer or intention to purchase any
securities.
Enquiries:
Garry Levin / Mark Dickenson/Alexi Quelch Tel: 020 7484 4040
Altium Capital Limited
James Reed / Derek Beal Tel: 020 7313 7450 / 020 7313 7459
Chief Executive / Finance Director
Reed Executive PLC
David Davies / Julian Blunt Tel: 020 7418 8900
KBC Peel Hunt
Andrew Jaques / Rebecca Bantoft Tel: 020 7357 9477
Hogarth Partnership Limited
The directors of James Reed & Partners (James Reed and Derek Beal), accept
responsibility for the information contained in this announcement other than
that relating to Reed Executive, the Reed Directors and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the directors of James Reed & Partners (who have
taken all reasonable care to ensure that such is the case), such information is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Reed Directors accept responsibility for the information contained in this
announcement relating to Reed Executive, the Reed Directors and members of their
immediate families, related trusts and persons connected with them (other than
the recommendation in respect of the Offers for which the Independent Director
accepts responsibility). To the best of the knowledge and belief of the Reed
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Independent Director accepts responsibility for his recommendation in
respect of the Offers. To the best of the knowledge and belief of the
Independent Director (who has taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Offers will not be made, directly or indirectly, in or into the United
States, or by use of the United States mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of United States interstate or foreign commerce, or any facility of a
United States national securities exchange nor will it be made in Canada,
Australia or Japan. Accordingly, this announcement and copies of this
announcement must not be mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement must not distribute or send it in, into or from the United States,
Canada, Australia or Japan.
Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for James Reed & Partners as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Offers and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than James Reed & Partners for providing the
protections afforded to clients of Altium Capital, or for giving advice to any
other person in relation to the Offers, the contents of this announcement or any
other matter referred to herein.
KBC Peel Hunt, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Reed Executive and for no one else in
connection with the Offers and will not be responsible to anyone other than Reed
Executive for providing the protections afforded to customers of KBC Peel Hunt
or for giving advice in relation to the Offers.
KBC Peel Hunt has given and not withdrawn its written consent to the issue of
this announcement with the inclusion herein of the references to its name in the
form and context in which they appear.
Altium Capital has given and not withdrawn its written consent to the issue of
this announcement with the inclusion herein of the references to its name in the
form and context in which they appear.
Altium Capital has approved this announcement as a financial promotion solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.
APPENDIX I
Conditions and Certain Further Terms of the Offers
Conditions of the Ordinary Offer
1. The Ordinary Offer will be subject to the following conditions:
(a) valid acceptances of the Ordinary Offer being received (and not,
where permitted, withdrawn) by 3.00 pm on the First Closing Date (or such later
time(s) and/or date(s) as James Reed & Partners may, subject to the rules of the
City Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as James Reed & Partners may decide) in nominal value of the Reed
Ordinary Shares to which the Ordinary Offer relates, provided that this
condition will not be satisfied unless James Reed & Partners shall have acquired
or agreed to acquire, directly or indirectly, whether pursuant to the Ordinary
Offer or otherwise, Reed Shares carrying in aggregate more than 50 per cent. of
the voting rights then normally exercisable at general meetings of Reed
Executive including, for this purpose (to the extent, if any, required by the
Panel) any such voting rights attaching to any Reed Shares 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:
(i) Reed Ordinary Shares which have been unconditionally allotted shall
to the extent (if any) required by the Panel be deemed to carry the voting
rights they will carry upon their being entered in the register of members of
Reed Executive;
(ii) the expression "Reed Ordinary Shares to which the Ordinary Offer
relates" shall be construed in accordance with sections 428 to 430F of the
Companies Act; and
(iii) valid acceptances shall be treated as having been received in
respect of any Reed Ordinary Shares which James Reed & Partners shall have
acquired or contracted to acquire otherwise than by virtue of acceptances of the
Ordinary Offer whilst the Ordinary Offer remains open for acceptance and which,
by virtue of section 429(8) of the Companies Act, may be treated as acceptances
of the Ordinary Offer;
(b) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the First Closing Date of the 'B'
Ordinary Offer (or such later time(s) and/or date(s) as James Reed & Partners
may, subject to the rules of the City Code, decide) in respect of not less than
90 per cent. (or such lower percentage as James Reed & Partners may decide) in
nominal value of the Reed 'B' Shares to which the 'B' Ordinary Offer relates.
For the purposes of this condition:
(i) the expression "Reed 'B' Shares to which the 'B' Ordinary Offer
relates" shall be construed in accordance with sections 428 to 430F of the
Companies Act; and
(ii) valid acceptances shall be treated as having been received in
respect of any Reed 'B'Shares which James Reed & Partners shall have acquired
or contracted to acquire otherwise than by virtue of acceptances of the 'B'
Ordinary Offer, whilst the 'B' Ordinary Offer remains open for acceptance and
which, by virtue of section 429(8) of the Companies Act, may be treated as
acceptances of the 'B' Ordinary Offer;
(c) the passing at an extraordinary general meeting of Reed Executive of
the special resolution set out in the notice of extraordinary general meeting
dated 4 April 2003 altering the articles of association of Reed Executive and
the consent to or sanction of such resolution by the holders of Reed 'B' Shares
at a separate class meeting in accordance with Article 10 of Reed Executive's
articles of association;
(d) no relevant authority having, without the consent or agreement of
James Reed & Partners prior to the date the Ordinary Offer becomes otherwise
unconditional in all respects, decided to take, institute or implement or
threatened, and there not continuing to be outstanding, any action, proceeding,
suit, investigation, enquiry or reference, and no relevant authority having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision or order in each
case which would or would reasonably be likely to:
(i) make the Ordinary Offer, its implementation or the acquisition by
James Reed & Partners of any Reed Shares, or the proposed acquisition of control
of any member of the Wider Reed Executive Group void, unenforceable and/or
illegal under the laws of any relevant jurisdiction or otherwise directly or
indirectly materially restrain, restrict, prohibit, delay or otherwise
materially interfere with the implementation of, or impose additional conditions
or obligations which are materially adverse with respect to, or otherwise
challenge, interfere with or require amendment of the Ordinary Offer or the 'B'
Ordinary Offer, their implementation or the acquisition of any Reed Shares or
the proposed acquisition of control of any member of the Wider Reed Executive
Group by James Reed & Partners;
(ii) require a divestiture by James Reed & Partners of any of the shares
in Reed Executive or any member of the Wider Reed Executive Group;
(iii) require a divestiture by James Reed & Partners or by any member of
the Wider Reed Executive Group, in any such case, of all or any part of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct all or any portion of their respective
businesses (or any of them) or to own all or any portion of their respective
assets or properties, in each case to an extent which is material in the context
of the Wider Reed Executive Group taken as a whole;
(iv) impose any limitation on, or result in a delay in, the ability of
James Reed & Partners 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 (or the equivalent) in any member of the Wider Reed Executive Group
or on the ability of James Reed & Partners to hold or to exercise effectively
any rights of ownership of shares or other securities in or to exercise
management control over any member of the Wider Reed Executive Group in each
case to an extent which is material in the context of the Wider Reed Executive
Group taken as a whole;
(v) save pursuant to the Ordinary Offer, the 'B' Ordinary Offer or Part
XIIIA of the Companies Act, require James Reed & Partners or any member of the
Wider Reed Executive Group to acquire, or offer to acquire, any shares or other
securities (or the equivalent) in any member of the Wider Reed Executive Group
or any asset owned by any third party or to sell, or to offer to sell, any
shares or other securities (or the equivalent) in or any asset owned by any
member of the Wider Reed Executive Group or by James Reed & Partners which, in
each case is material in the context of the Wider Reed Executive Group taken as
a whole;
(vi) result in any member of the Wider Reed Executive Group ceasing to be
able to carry on business under any name which it presently does so where such
cessation would have an adverse effect on the Wider Reed Executive Group taken
as a whole and, in the case of James Reed & Partners, where the requirement for
such cessation arises as a result of making the Offers; or
(vii) otherwise affect adversely any or all of the business, assets,
profits or prospects of James Reed & Partners or any member of the Wider Reed
Executive Group in any way which in each case is material in the context of the
Wider Reed Executive Group taken as a whole;
and all applicable waiting and other time periods (including any extension
thereof) during which any relevant authority could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry
or reference or any other step under the laws of any jurisdiction having
expired, lapsed or been terminated;
(e) all notifications, filings and applications (including such
notifications, filings and applications as may be required to national or
supranational merger authorities) having been made and all applicable waiting
and other time periods (including any extensions thereof) under any applicable
legislation and regulations in any jurisdiction having expired, lapsed or been
terminated and all statutory and regulatory obligations in any jurisdiction
having been complied with, in each case as may be necessary in connection with
the Ordinary Offer and the 'B' Ordinary Offer, their implementation or the
acquisition by James Reed & Partners of any shares or other securities (or the
equivalent) in, or control of, Reed Executive or any member of the Wider Reed
Executive Group and all authorisations and determinations necessary or
reasonably appropriate in any jurisdiction for or in respect of the Ordinary
Offer and the 'B' Ordinary Offer or their implementation or the acquisition or
the proposed acquisition of any shares or other securities (or the equivalent)
in, or control of, Reed Executive or any member of the Wider Reed Executive
Group by James Reed & Partners having been obtained on terms and in a form
reasonably satisfactory to James Reed & Partners from all relevant authorities
or persons with whom any member of the Wider Reed Executive Group has entered
into contractual arrangements and all such authorisations and determinations
remaining in full force and effect and there being no notice or intimation of an
intention to revoke, suspend, adversely restrict, adversely modify or not to
renew such authorisations and determinations at the time at which the Ordinary
Offer becomes or is declared otherwise wholly unconditional, provided that such
authorisations and determinations shall not impose any conditions or require the
taking or refraining from taking of any action by James Reed & Partners or any
member of the Wider Reed Executive Group which are material in the context of
the Wider Reed Executive Group taken as a whole;
(f) except as specifically disclosed in the Accounts, there being no
provision of any arrangement, agreement, licence, permit, lease, franchise or
other instrument to which any member of the Wider Reed Executive Group is a
party or by or to which any such member or any of its respective assets is or is
reasonably likely to be bound, entitled or be subject or any circumstance which,
as a consequence of the Ordinary Offer and the 'B' Ordinary Offer or the
acquisition or the proposed acquisition by James Reed & Partners of any shares
or other securities (or the equivalent) in Reed Executive or because of a change
in the control or management of any member of the Reed Executive Group or
otherwise, would or might reasonably be expected to result to an extent which,
in each case, could have a material adverse effect on the Wider Reed Executive
Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness or liabilities,
actual or contingent, of or any grant available to any member of the Wider Reed
Executive Group being or becoming repayable, or capable of being declared
repayable immediately or prior to its or their stated maturity or repayment
date, or the ability of any such member to borrow monies or incur any
indebtedness being or becoming capable of being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business of any
member of the Wider Reed Executive Group under any such arrangement, agreement,
licence, permit, lease, franchise or instrument or the interests or business of
any member of the Wider Reed Executive Group in or with any other firm or
company or body or person (or any agreement or arrangements relating to any such
business or interests) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or any liability
arising or any adverse action being taken thereunder;
(iii) any member of the Wider Reed Executive Group ceasing to be able to
carry on business under any name under which it presently does so;
(iv) any asset, property or interest of, or any asset the use of which is
enjoyed by, any member of the Wider Reed Executive Group being or falling to be
disposed of or charged in any manner howsoever or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Reed Executive Group
other than in the ordinary course of business;
(v) 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
member of the Wider Reed Executive Group or James Reed & Partners or any such
mortgage, charge or other security interest (whether existing or having arisen)
becoming enforceable or being enforced;
(vi) the respective financial or trading position or prospects of, any
member of the Wider Reed Executive Group being prejudiced or adversely affected;
(vii) the creation or assumption of any liability (actual or contingent) by
any member of the Wider Reed Executive Group which liability is outside the
ordinary course of business; or
(viii) any member of the Wider Reed Executive Group being required to
acquire or repay any shares in and/or indebtedness of any member of the Wider
Reed Executive Group owned by any third party;
(g) no member of the Wider Reed Executive Group having since 27 December
2002 (being the date to which the Accounts were made up), except as fairly
disclosed in the Accounts or as publicly announced through a Regulatory
Information Service prior to 2 April 2003:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities (save as between Reed Executive and wholly-owned
subsidiaries of Reed Executive and save for the issue of Reed Shares on the
exercise of options granted under the Reed Executive Share Option Schemes);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus in respect of shares, dividend or other
distribution whether payable in cash or otherwise (other than to Reed Executive
or one of its wholly-owned subsidiaries);
(iii) (save for transactions between members of the Wider Reed Executive
Group) made any change in its loan capital or effected or implemented any merger
or demerger or acquired, disposed of, transferred, mortgaged, charged or granted
security over any body, corporate, partnership or business or acquired or
disposed of, or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any asset or any
right, title or interest in any asset (including shares and trade investments)
or authorised, proposed or announced any intention to do so other than in the
ordinary course of business which, in any such case, is material in the context
of the Wider Reed Executive Group taken as a whole;
(iv) issued, authorised or proposed the issue of any debentures or (save
for transactions between members of the Wider Reed Executive Group or
transactions carried out by members of the Wider Reed Executive Group in the
ordinary course of business) incurred or increased any indebtedness or become
subject to any contingent liability which, in any case, is material in the
context of the Wider Reed Executive Group taken as a whole;
(v) entered into or varied or announced its intention to enter into or
vary any contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a loss-making, long term, unusual
or onerous nature or magnitude, or which involves or could be reasonably
expected to involve an obligation of such a nature or magnitude which, in any
such case, is material in the context of the Wider Reed Executive Group taken as
a whole;
(vi) other than as agreed with James Reed & Partners, entered into or
varied or made any offer (which remains open for acceptance) to enter into or
change the terms of any contract, service agreement or arrangement with any
director of Reed Executive;
(vii) implemented, effected or authorised, proposed or announced its
intention to implement, effect, authorise or propose any reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement which would
be materially restrictive on the business of the Wider Reed Executive Group
taken as a whole;
(viii) purchased, redeemed or repaid or proposed the purchase, redemption
or repayment of any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital save for
transactions between members of the Wider Reed Executive Group and for any issue
of Reed Shares pursuant to the Reed Executive Option Share Schemes;
(ix) waived or compromised any claim other than in the ordinary course of
business where such claim is material to the Wider Reed Executive Group taken as
a whole;
(x) except as contemplated by condition (c), above made any alteration to
its memorandum or articles of association or other constitutional documents;
(xi) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it for its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any administrator,
receiver, administrative receiver, trustee or similar officer or other
encumbrancer of all or any of its assets or revenues;
(xii) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiii) except as contemplated by condition (c), above entered into any
contract, commitment, agreement or arrangement or passed any resolution or made
any offer (which remains open for acceptance) with respect to, or authorised or
announced any intention to effect or propose, any of the transactions, matters
or events referred to in this condition;
(xiv) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees including the appointment of a trust corporation;
(xv) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Reed Executive
Group in any case in a manner which is material in the context of the Wider Reed
Executive Group taken as a whole;
(h) since 27 December 2002, except as specifically disclosed in the
Accounts or otherwise publicly announced through a Regulatory Information
Service prior to 2 April 2003:
(i) there having been no receiver, administrative receiver or other
encumbrancer appointed over any part of the assets of any member of the Wider
Reed Executive Group which in any such case is material in the context of the
Wider Reed Executive Group taken as a whole;
(ii) there having been no material adverse change in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Reed Executive Group;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider Reed Executive Group or to
which any member of the Wider Reed Executive Group is or is reasonably likely to
become a party (whether as plaintiff or claimant or defendant or otherwise) and
which is outside the ordinary course of business which, in any such case, is
material in the context of the Wider Reed Executive Group taken as a whole; or
(iv) no contingent or other liability having arisen which would be
reasonably likely to adversely affect the business, assets, financial or trading
position or profits or prospects of any member of the Wider Reed Executive Group
and which is outside the ordinary course of business and which is material in
the context of the Wider Reed Executive Group taken as a whole; or
(i) James Reed & Partners not having discovered that:
(i) any financial, business or other information concerning the Wider
Reed Executive Group publicly disclosed or disclosed to or on behalf of James
Reed & Partners at any time by or on behalf of any member of the Wider Reed
Executive Group is misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading in any material respect to an
extent which is in any such case material in the context of the Wider Reed
Executive Group taken as a whole;
(ii) any present member of the Wider Reed Executive Group is subject to
any liability, contingent or otherwise, which is not disclosed in the Accounts
and which is outside the ordinary course of business and which is material in
the context of the Wider Reed Executive Group taken as a whole.
For the purposes of these conditions:
"Accounts" has the meaning set out in Appendix IV to this announcement;
"authorisations" means authorisations, orders, grants, recognitions,
certifications, confirmations, consents, licences, clearances, exemptions,
permissions and approvals;
"relevant authority" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, court, stock exchange, trade agency, professional
association or institution, environmental body or any other person or body
whatsoever in any jurisdiction; and
"Wider Reed Executive Group" means Reed Executive and its subsidiary
undertakings, associated companies and any other undertaking or partnership or
company in which Reed Executive and such undertakings (aggregating their
interests) have a substantial interest and the expressions "subsidiary
undertaking", "associated undertaking", "holding company" and "undertaking"
shall have the meaning given by the Companies Act (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A of the Companies Act) and "substantial
interest" means a direct or indirect interest in 20 per cent. or more of the
equity share capital (as defined in that Act) of any undertaking.
Condition of the 'B' Ordinary Offer
2. The 'B' Ordinary Offer will be conditional upon the Ordinary Offer
becoming or being declared unconditional in all respects and, if the Ordinary
Offer lapses, the 'B' Ordinary Offer will lapse at the same time and James Reed
& Partners, Altium Capital and persons accepting the 'B' Ordinary Offer will
cease to be bound by Forms of Acceptance submitted on or before the time when
the 'B' Ordinary Offer lapses.
Certain Further Terms of the Offers
3. James Reed & Partners reserves the right (but shall be under no
obligation) to waive all or any of conditions (b) and (d) to (i) inclusive, in
whole or in part. Conditions (b) to (i) (inclusive), if not waived (where
permitted), must be fulfilled or (if capable of being waived) waived, or where
appropriate have been determined by James Reed & Partners to be or remain
satisfied within 21 days after the later of the First Closing Date and the date
on which condition (a) is fulfilled (or in each case such later date as the
Panel may agree) following which the Offers will lapse. James Reed & Partners
reserves the right, subject to the consent of the Panel, to extend the time
allowed under the City Code for satisfaction of condition (a) until such time as
conditions (b) to (i) inclusive have been satisfied, fulfilled or waived. James
Reed & Partners shall be under no obligation to waive, to determine to be or
treat as fulfilled any of conditions (b) to (i) inclusive by a date earlier than
the date specified above for the fulfilment thereof notwithstanding that the
other conditions of the Ordinary 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.
4. If James Reed & Partners is required by the Panel to make an offer
for Reed Ordinary Shares or Reed 'B' Shares under the provisions of Rule 9 of
the City Code, James Reed & Partners may make such alterations to the above
conditions of the Offers, including condition (a), as are necessary to comply
with the provisions of that Rule.
5. Except with the consent of the Panel, the Ordinary Offer will lapse
if it (or any matter arising therefrom) is referred to the Competition
Commission before the later of 3.00 pm on the First Closing Date and the date on
which the Offers become or are declared unconditional as to acceptances. If the
Ordinary Offer lapses, the Ordinary Offer will cease to be capable of further
acceptance and persons accepting the Ordinary Offer, Altium Capital and James
Reed & Partners will cease to be bound by Forms of Acceptance submitted on or
before the time when the Ordinary Offer lapses.
6. The Reed Shares, which are the subject of the Offers, will be
acquired fully paid and free from all liens, charges, equities, equitable
interests, encumbrances, rights of pre-emption or other third party rights of
any nature and together with all rights now and in future attaching thereto,
including the right to receive all dividends and other distributions declared,
paid or made after 4 April 2003.
APPENDIX II
Bases of calculations and sources of information
(A) The value of the whole of the issued ordinary share capital of Reed
Executive is based on the number of 44,733,579 shares in issue, split into:
Reed Ordinary Shares 17,888,679 shares
Reed 'B' Shares 26,844,900 shares
(B) Save in relation to the financial information on Reed Executive in
respect of 2001 which is contained in this announcement which has been extracted
from Reed Executive's audited accounts for the financial period ended 28
December 2001, the financial information on Reed Executive contained in this
announcement has been extracted from Reed Executive's preliminary report and
accounts for the financial period ended 27 December 2002, announced separately
today.
(C) The Closing Price of a Reed Ordinary Share is based on the middle
market price of a Reed Ordinary Share derived from the Stock Exchange Daily
Official List published by the London Stock Exchange.
APPENDIX III
Disclosure of interests in Reed Executive PLC
The directors of James Reed & Partners, their close relatives and related trusts
and, as far as the directors of James Reed & Partners are aware, of those
persons acting in concert with James Reed & Partners own or control the
following Reed Shares:
Number of Reed Ordinary Number of Reed 'B'
Shares Shares
Alec Reed - 3,248,055
Adrianne Reed 1,500 2,607,000
James Reed 34,875 -
Nicola Reed 100,000 -
Derek Beal 4,118*
Richard Reed 34,875 -
Alexandra Chapman 25,000 -
Personal Pensions Management Limited 750,000** -
Reed Charity 5,742,000 -
The Trinity Trust - 11,368,945
August 1970 Settlement - 4,603,500
Reed Grandchildren's Settlement - 5,000,000
Joan Edmunds 10,294* -
*Being options over Reed Shares under the Reed Executive plc 1999 Savings
Related Share Option Scheme.
**Held in relation to Alec Reed's personal pension.
APPENDIX IV
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Accounts" the report and accounts of Reed Executive for the period ended 27
December 2002.
"Altium Capital" Altium Capital Limited.
"Australia" the Commonwealth of Australia, its territories and possessions.
"'B' Ordinary Offer" the recommended offer to be made by Altium Capital on behalf of
James Reed & Partners to acquire all of the Reed 'B' Shares on the
terms and subject to the conditions to be set out in the Offer
Document and the pink Form of Acceptance (including where the
context so requires, any subsequent revision, variation, extension
or renewal thereof).
"Board" the board of directors of Reed Executive.
"business day" a day on which the London Stock Exchange is open for business.
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political subdivision thereof.
"City Code" the City Code on Takeovers and Mergers.
"Class Meeting" the separate class meeting of the Reed 'B' Shareholders convened
by notice dated 4 April 2003 and to be held on 1 May 2003 for the
purposes of considering the sanctioning and approval of the
special resolution to be proposed earlier at the EGM.
"Closing Price" the closing middle market price of Reed Ordinary Shares derived
from SEDOL for the relevant date.
"Companies Act" the Companies Act 1985.
"EGM" the extraordinary general meeting of Reed Executive convened by
notice dated 4 April 2003 and to be held on 1 May 2003 for the
purposes of considering the passing of a special resolution to
amend the articles of association.
"First Closing Date" the date falling 21 days after the date on which the Offer
Document is posted.
"Forms of Acceptance" the blue form of acceptance, election and authority to be used in
connection with the Ordinary Offer and the pink form of
acceptance, election and authority to be used in connection with
the 'B' Ordinary Offer which will accompany the Offer Document.
"Group" Reed Executive and its subsidiaries and subsidiary undertakings
from time to time.
"Independent Director" Professor Michael Eysenck.
"James Reed & Partners" James Reed & Partners plc.
"Japan" Japan, its cities and prefectures, territories and possessions.
"JRP Shares" ordinary shares of 2p in James Reed & Partners.
"KBC Peel Hunt" KBC Peel Hunt Ltd.
"Listing Rules" the rules and regulations made by the UKLA under Part VI of the
Financial Services and Markets Act 2000.
"London Stock Exchange" London Stock Exchange plc.
"Offer Document" the formal offer document to be sent by Altium Capital to
Shareholders as soon as practicable, and in any event, within 28
days of this announcement.
"Offers" the Ordinary Offer and the 'B' Ordinary Offer.
"Offer Price" the price of 140p per Reed Share to be paid pursuant to the
Offers.
"Official List" the Official List of the UKLA.
"Ordinary Offer" the recommended offer to be made by Altium Capital on behalf of
James Reed & Partners to acquire all of the Reed Ordinary Shares
on the terms and subject to the conditions set out in this
document and the further terms which will be incorporated in the
Offer Document and the blue Form of Acceptance (including where
the context so requires and subsequent revision, variation,
extension or renewal thereof).
"Panel" the Panel on Takeovers and Mergers.
"Reed Directors" or "Directors" the directors of Reed Executive, as at the date of this document.
"Reed Executive" or the "Company" Reed Executive plc.
"Reed 'B' Shares" ordinary 'B' shares of 2p each in Reed Executive.
"Reed 'B' Shareholders" holders of Reed 'B' Shares.
"Reed Family" Alec Reed and James Reed and their respective related parties,
including their respective family trusts.
"Reed Ordinary Shares" ordinary shares of 2p each in Reed Executive.
"Reed Share Option Schemes" the Reed Executive plc 1999 Savings Related Share Option Scheme
and the Reed Executive plc Unapproved Share Option Plan.
"Reed Shareholders" or "Shareholders" holders of Reed Shares.
"Reed Shares" the Reed Ordinary Shares and the Reed 'B' Shares.
"Resolutions" a special resolution proposing an amendment to the articles of
association of Reed Executive to be considered at the EGM and an
extraordinary resolution of the Reed 'B' Shareholders (sanctioning
and approving the special resolution) to be considered at the
Class Meeting.
"Restricted Overseas Person" either a person (including an individual partnership,
unincorporated syndicate, unincorporated organisation, trust,
trustee, custodian executor, administrator or other legal
representative) in or resident in, Canada, Australia or Japan or a
US Person.
"Securities Act" US Securities Act 1933, as amended.
"Share Alternative" the arrangements pursuant to which Reed Shareholders (other than
certain overseas shareholders) who validly accept the Offers may
elect to receive JRP Shares instead of all of the cash
consideration to which they would otherwise be entitled under the
Offers.
"UKLA" 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" the United Kingdom of Great Britain and Northern Ireland.
"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.
"US Person(s)" has the meaning ascribed to it by Regulation S under the
Securities Act.
The terms "subsidiary" and "subsidiary undertakings" as used in these
definitions shall have the meanings given by the Companies Act.
All references to legislation in this announcement are to English legislation,
unless the contrary is indicated. Any reference to any provision of any
legislation should include any amendment, modification, re-enactment or
extension thereof.
The singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
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