RNS No 2330c
CARISBROOKE SHIPPING PLC
23 June 1999
PART 2
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
ANTILOPE INVESTMENTS PLC
CASH OFFER for CARISBROOKE PLC
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. on the first closing date of the
Offer (or such later time(s) and/or date(s) as Antilope Investments may,
subject to the rules of the City Code, decide) in respect of not less
than 90 per cent. in nominal value of the Carisbrooke Shares to which the
Offer relates or such lower percentage as Antilope Investments may
decide (provided that this condition will not be satisfied unless
Antilope Investments shall have acquired, or agreed to acquire, whether
pursuant to the Offer or otherwise, in addition to the Carisbrooke Shares
which are the subject of the Share Purchase Agreement, Carisbrooke
Shares carrying in aggregate more than 50 per cent. of the voting rights
then exercisable at a general meeting of Carisbrooke (including for this
purpose, to the extent (if any) required by the Panel, any voting rights
attaching to any Carisbrooke Shares which are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise)). For the purposes of this condition:
(i) shares which have been unconditionally allotted shall be deemed
to carry the voting rights which they will carry upon issue; and
(ii) the expression "Carisbrooke Shares to which the Offer relates"
shall be construed in accordance with Sections 428 to 430F of the
Act.
(b) the passing, on a poll, of the resolution to be proposed at the
Extraordinary General Meeting of the Company, (or any adjournment
thereof) the notice of which will be set out at the end of the Offer
Document;
(c) the Office of Fair Trading not having indicated that it is the intention
of the Secretary of State for Trade and Industry to refer the proposed
acquisition of Carisbrooke by Antilope Investments or any matters arising
therefrom to the Monopolies and Mergers Commission;
(d) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency,
professional association or institution or any other similar person or
body in any relevant jurisdiction (each a "Third Party") having decided
to take, institute, implement or threaten any action, proceedings, suit,
investigation, enquiry or reference or having made, proposed or enacted
any statute, regulation, order or decision or having done anything which
would or is reasonably likely to:
(i) make the Offer or its implementation, or the acquisition or the
proposed acquisition by Antilope Investments of any shares in, or
control of, Carisbrooke, void, illegal or unenforceable in any
jurisdiction, or otherwise directly or indirectly restrain,
prohibit or restrict the same or impose additional conditions or
financial or other obligations with respect thereto, or otherwise
challenge or interfere therewith which in any case is/are material
in the context of the Offer;
(ii) require or prevent the divestiture by Antilope Investments of any
Carisbrooke Shares;
(iii) require or prevent the divestiture by Antilope Investments or by
any member of the Carisbrooke Group of all or a material portion of
their respective businesses, assets or property or (to an extent
which is material in the context of the Offer or the Carisbrooke
Group taken as a whole) impose any limit on the ability of any of
them to conduct their respective businesses (or any of them) or own
their respective assets or properties or any part thereof;
(iv) impose any delay or limitation on the ability of Antilope
Investments to acquire or to hold or to exercise effectively any
rights of ownership of Carisbrooke Shares or securities convertible
into Carisbrooke Shares or to exercise management control over any
member of the Carisbrooke Group or on the ability of Antilope
Investments or any member of the Carisbrooke Group to hold or
exercise effectively all or any rights of ownership of shares in
any member of the Carisbrooke Group or to exercise management
control over any member of the Carisbrooke Group which in any case
is material in the context of the Carisbrooke Group taken as a
whole;
(v) require Antilope Investments and/or any member of the Carisbrooke
Group to offer to acquire or repay any shares in and/or
indebtedness of any member of the Carisbrooke Group owned by any
person to an extent material in the context of the Offer or the
Carisbrooke Group taken as a whole; or
(vi) otherwise adversely affect the business, assets, prospects or
profits of any member of the Carisbrooke Group to an extent which
is material in the context of the Carisbrooke Group taken as a
whole;
and all applicable waiting and other time periods during which any Third
Party could decide to take, institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference under the
laws of any relevant jurisdiction, having expired, lapsed or been
terminated;
(e) all necessary filings having been made and all necessary waiting periods
under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated and all statutory or
regulatory obligations in any relevant jurisdiction having been complied
with in connection with the Offer and its implementation or the proposed
acquisition by Antilope Investments of any shares in, or control of,
Carisbrooke and all authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences, certificates, permissions
and approvals (together "Authorisations") which are material and
necessary in respect of the Offer or the proposed acquisition by
Antilope Investments of any shares in, or control of, Carisbrooke having
been obtained in terms and in a form satisfactory to Antilope
Investments from all appropriate Third Parties and all such
Authorisations, together with all Authorisations necessary to carry on
the business of any member of the Carisbrooke Group and which are
material in the context of the Carisbrooke Group taken as a whole,
remaining in full force and effect and there being no intimation of any
intention to revoke or not renew the same and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;
(f) save as disclosed in the annual report and accounts of the Carisbrooke
Group for the financial year ended 31 December 1998, or publicly
announced by Carisbrooke prior to the announcement of the Offer, there
is no arrangement, agreement, licence or other instrument to which any
member of the Carisbrooke Group is a party or by or to which any such
member or any of its respective assets may be bound, entitled or be
subject and which, in consequence of the making or implementation of the
Offer or the proposed acquisition of any shares in, or control of,
Carisbrooke by Antilope Investments, would or is reasonably likely to
result in to an extent which is material in the context of the
Carisbrooke Group taken as a whole:
(i) any monies borrowed by or other indebtedness, actual or contingent
of any member of the Carisbrooke Group (which is not already
repayable on demand) 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 incur any
indebtedness being withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of
any member of the Carisbrooke Group or any such mortgage, charge
or other security interest (whenever arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, licence or other instrument or
the rights, liabilities, obligations or interests of any member of
the Carisbrooke Group under any such arrangement, agreement,
licence or other instrument (or any arrangement relating to any
such right, liability, obligation or interest) being terminated or
adversely modified or adversely affected or any material action
being taken or any onerous obligation arising thereunder;
(iv) any asset or interest of any member of the Carisbrooke Group being
or falling to be disposed of or charged (otherwise than in the
ordinary course of trading) or any right arising under which any
such asset or interest could be required to be disposed of or
charged;
(v) any member of the Carisbrooke Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) Antilope Investments or any member of the Carisbrooke Group being
required to acquire or repay any shares in and/or indebtedness of
any member of the Carisbrooke Group owned by any person; or
(vii) the interest or business of any member of the Carisbrooke Group in
or with any person, firm, company or body (or any arrangement or
arrangements relating to such interest or business) being
terminated or being prejudiced or adversely modified or affected;
(g) save as publicly announced (as defined in paragraph (f) above), no
member of the Carisbrooke Group having since 31 December 1998:
(i) issued or agreed to issue or authorised the issue of additional
shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares
or convertible securities (save for issues to Carisbrooke or
wholly-owned subsidiaries of Carisbrooke and save for options
granted under the Carisbrooke Share Option Schemes before 23 June
1999 or the issue of any Carisbrooke Shares allotted upon the
exercise of options granted before 23 June 1999 under the
Carisbrooke Share Option Schemes) or redeemed, purchased or
reduced any part of its share capital;
(ii) recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus in respect of shares, dividend or
other distribution whether payable in cash or otherwise other than
any distribution by any wholly-owned subsidiary within the
Carisbrooke Group;
(iii) made or authorised or proposed or announced an intention to make
any change in its share or loan capital in each case which would
be material in the context of the Carisbrooke Group taken as a
whole;
(iv) authorised or proposed or announced its intention to propose any
merger, demerger or any acquisition or disposal or transfer of
assets or shares (other than in the ordinary course of business)
in each case which would be material and adverse in the context of
the Carisbrooke Group taken as a whole;
(v) disposed of or transferred (other than in the ordinary course of
business) or mortgaged, charged or encumbered or created any
security interest over any asset which is material or any right,
title or interest in any asset or entered into any agreement,
arrangement, contract, transaction or commitment (other than in
the ordinary course of business and whether in respect of capital
expenditure or otherwise) which is of a loss making, long term or
unusual or onerous nature or magnitude, or which involves or is
likely to involve an obligation of such a nature or magnitude, in
each case which is material and adverse in the context of the
Offer or the Carisbrooke Group taken as a whole;
(vi) entered into any agreement, contract, transaction, arrangement,
reconstruction, amalgamation or commitment (other than in the
ordinary course of trading) which is material and adverse in the
context of the Offer or the Carisbrooke Group taken as a whole;
(vii) entered into any contract, transaction or arrangement which would
materially restrict the business of any member of the Carisbrooke
Group;
(viii)issued, authorised or proposed the issue if any debentures or
(other than in the ordinary course of trading) incurred or
increased any indebtedness or contingent liability which is
material in the context of the Offer or the Carisbrooke Group
taken as a whole;
(ix) entered into or made, or announced any proposal to make, any
change or addition to any retirement, death or disability benefit
of or in respect of any of its directors, employees, former
directors or former employees which is material in the context of
the Offer or the Carisbrooke Group taken as a whole;
(x) (other than in the ordinary course of business) granted any lease
or third party rights in respect of any of the leasehold or
freehold property owned or occupied by it or transferred or
otherwise disposed of any such property which is material in the
context of the Offer or the Carisbrooke Group taken as a whole;
(xi) entered into or materially varied the terms of any service
agreement with any director of Carisbrooke;
(xii) taken any corporate action or had any legal proceedings started or
threatened against it for its winding up, dissolution or
reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or any analogous
officer in any jurisdiction or had any such person appointed over
all or part of its assets or revenues which is material in the
context of the Offer or the Carisbrooke Group taken as a whole;
(xiii)waived or compromised any claim, save in the ordinary course of
trading, which is material in the context of the Offer or the
Carisbrooke Group taken as a whole; or
(xiv) entered into an agreement or legally binding commitment or passed
any resolution with respect to any of the transactions, matters or
events referred to in this paragraph (g);
(h) save as publicly announced (as defined in paragraph (f) above) prior to
the Offer becoming or being declared unconditional in all respects:
(i) there having been no adverse change or deterioration and no other
circumstance having arisen which would or could reasonably be
expected to result in any adverse change in the business,
financial or trading position or profits or prospects of the
Carisbrooke Group which is material in the context of the
Carisbrooke Group taken as a whole;
(ii) there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings instituted or remaining
outstanding to which any member of the Carisbrooke Group is or may
become a party (whether as plaintiff or defendant or otherwise),
which is material and adverse in the context of the Carisbrooke
Group taken as a whole and no such proceedings having been
threatened against any member of the Carisbrooke Group which are
material in the context of the Carisbrooke Group taken as a whole
and no investigation by any relevant authority against or in
respect of any member of the Carisbrooke Group or the business
carried on by such member of the Carisbrooke Group having been
instituted or remaining outstanding by, against or in respect of
any such member and the effect of which is or is reasonably likely
to be material in the context of the Carisbrooke Group taken as a
whole; and
(iii) no contingent or other liability having arisen which might be
reasonably likely to have a materially adverse effect on the
Carisbrooke Group taken as a whole or which is material in the
context of the Offer;
(i) Antilope Investments not having discovered:
(i) that any financial or business or other information concerning any
member of the Carisbrooke Group which is contained in the
information publicly disclosed at any time by any member of the
Carisbrooke Group either contains a material misrepresentation of
fact which was not, prior to 23 June 1999, corrected by public
announcement or omits to state a fact necessary to make the
information contained therein not materially misleading; and
(ii) any information which materially and adversely affects the import
of any such information; and
(j) save as disclosed in writing to Antilope Investments prior to 23 June
1999, Antilope Investments not having discovered that:
(i) any past or present member of the Carisbrooke Group has not
complied with all applicable legislation or regulations of any
jurisdiction with regard to the disposal, discharge, spillage,
leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or to harm human health
or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual
or contingent) on the part of any member of the Carisbrooke Group
which is material in the context of the Carisbrooke Group taken as
a whole) or that there has otherwise been any such disposal,
discharge, spillage, leak or emission (whether or not the same
constituted the non-compliance by any person with any such
legislation or regulations and wherever the same may have taken
place) which in any such case might give rise to any liability
(whether actual or contingent) on the part of any member of the
Carisbrooke Group which is material in the context of the
Carisbrooke Group taken as a whole;
(ii) there is or is likely to be any material liability (in the context
of the Carisbrooke Group taken as a whole) (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 Carisbrooke Group or any controlled
waters under any environmental legislation, regulation, notice,
circular or order of any relevant authority or otherwise;
(iii) circumstances exist which might lead to any relevant authority
instituting, or whereby any member of the Carisbrooke Group may be
required to institute, an environmental audit or take any other
steps which in any such case might result in any material actual
or contingent liability (in the context of the Carisbrooke Group
taken as a whole) to improve or install new plant or equipment or
make good, repair, reinstate or clean up any land or other asset
now or previously owned, occupied or made use of by any member of
the Carisbrooke Group; or
(iv) circumstances exist whereby a person or class of persons might
have any material claim or claims (in the context of the
Carisbrooke Group taken as a whole) 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 Carisbrooke Group.
Antilope Investments reserves the right to waive all or any of conditions (c)
to (j) inclusive, in whole or in part.
The Offer will lapse if the proposed acquisition by Antilope Investments of
Carisbrooke is referred to the Monopolies and Mergers Commission before 3.00
p.m. on the first closing date of the Offer or the date when the Offer is
declared unconditional as to acceptances, whichever is the later. In such
circumstances, the Offer will cease to be capable of further acceptance and
Carisbrooke Shareholders (who have accepted the Offer), Antilope Investments
and Arthur Andersen Corporate Finance shall thereupon cease to be bound by
acceptances delivered on or before the date on which the Offer so lapses.
The Offer will lapse unless conditions (b) to (j) have been fulfilled or
satisfied or (if capable of waiver) waived by midnight on the 21st day after
whichever is the later of (i) the first closing date of the Offer; and (ii)
the date on which condition (a) is or is declared fulfilled; (or such later
date as Antilope Investments may, with the consent of the Panel, decide).
References to the Offer lapsing mean that the Offer shall thereupon cease to
be capable of further acceptance and Carisbrooke Shareholders (who have
accepted the Offer), Antilope Investments and Arthur Andersen Corporate
Finance shall cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses. Antilope Investments shall be under no
obligation to waive or treat as satisfied or fulfilled conditions (c) to (j)
(inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of the Offer
may at such earlier date have been waived or fulfilled.
Antilope Investments reserves the right to make such changes to the above
conditions as may be appropriate in the event that the conditions of the Offer
are required to be amended to comply with Rule 9 of the City Code.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this press announcement, unless the
context otherwise requires:
"Act" the Companies Act 1985 (as amended)
"AIM" the Alternative Investment Market of the London
Stock Exchange
"Antilope Investments" Antilope Investments plc, a company recently
formed for the purpose of making the Offer for
Carisbrooke
"Antilope Shares" ordinary shares of #1 each in Antilope
Investments
"Arthur Andersen Arthur Andersen Corporate Finance, a division of
Corporate Finance" Arthur Andersen
"BES" the Business Expansion Scheme, a tax driven
scheme set up by the Government in 1983 to
encourage investment in unquoted companies
"Carisbrooke" or "Company" Carisbrooke Shipping plc
"Carisbrooke Group" or Carisbrooke and its subsidiary and
"Group" associated undertakings
"Carisbrooke Shareholders" holders of Carisbrooke Shares
"Carisbrooke Share Option the Carisbrooke Shipping plc Company Share Option
"Schemes" Plan 1996, the Carisbrooke Shipping plc Three
Year Savings Related Share Option Scheme and the
Carisbrooke Shipping plc Five Year Savings
Related Share Option Scheme
"Carisbrooke Shares" the existing unconditionally allotted, issued and
fully paid ordinary shares of 50p each in
Carisbrooke and any further such shares which are
unconditionally allotted or issued after the date
of the posting of the Offer Document to
Carisbrooke Shareholders and before the date on
which the Offer closes (or such earlier date as
Antilope Investments may, subject to the City
Code, decide) including Carisbrooke Shares
unconditionally allotted or issued pursuant to
the exercise of any options under the Carisbrooke
Share Option Schemes
"City Code" or "Code" the City Code on Takeovers and Mergers
"Directors" or "Board" directors of Carisbrooke
"Form of Acceptance" the form of acceptance, authority and election
for use in connection with the Offer accompanying
the Offer Document
"Independent Advisers" Rowan Dartington & Co. Limited, a member firm of
the or "Rowan Dartington" London Stock Exchange and regulated by The
Securities and Futures Authority Limited
"LIBOR" the London Inter-Bank Offered Rate
"Loan Note Alternative" the alternative whereby Carisbrooke Shareholders
(other than certain overseas Carisbrooke
Shareholders) validly accepting the Offer may
elect to receive Loan Notes instead of all or
part of the cash consideration to which they
would otherwise be entitled to under the Offer
"Loan Notes" the #5,100,000 Floating Rate Loan Notes 2004 to
be issued by Antilope Investments to Carisbrooke
Shareholders under the terms of the Share
Purchase Agreement or the Loan Note Alternative
"London Stock Exchange" London Stock Exchange Limited
"Nedship" Nedship Bank N.V.
"Offer" or "Cash Offer" the offer to be made by Arthur Andersen Corporate
Finance on behalf of Antilope Investments to
acquire the Carisbrooke Shares on the terms and
conditions set out in this announcement and the
Offer Document and Form of Acceptance
"Offer Document" the document to be sent to Carisbrooke
Shareholders which will contain the Offer
"Panel" the Panel on Takeovers and Mergers
"Share Purchase the agreement dated 22 June 1999 and made between
Agreement" Antilope Investments (1) and W. Wester, G.
Croucher and R. McCain (2) in respect of the
purchase of 2,536,000 Carisbrooke Shares
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"United States" or "US" the United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia, and all
other areas subject to its jurisdiction or any
political subdivision thereof
END
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