TIDMWSI TIDMTTM TIDMTTM
RNS Number : 7309T
Workplace Systems International PLC
09 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Amendment
The following amendment has been made to the 'Workplace Sys
Intnl - Recommended Cash Offer' announcement released on 9 December
2011 at 08:01 under RNS No 6770T.
NewCo wishes to amend the ISIN Code given in section 'Rule 2.10
Disclosure', which should read "GB0009250845".
All other details remain unchanged. The full amended text is
shown below.
FOR IMMEDIATE RELEASE
9 December 2011
Recommended Cash Offer
by
Wasp Management Software Limited
For
WorkPlace Systems International plc
The board of directors of Wasp Management Software Limited
("NewCo"), a Company backed by Lloyds TSB Development Capital
Limited ("LDC") and the Management Team, and the Independent
Directors of WorkPlace Systems International plc ("WorkPlace" or
the "Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
NewCo for the entire issued and to be issued share capital of
WorkPlace, excluding the Roll-over Shares which NewCo has
separately contracted to acquire from the Management Team (the
"Offer").
The board of directors of NewCo comprises the following existing
WorkPlace Directors: Bernard Quinn (Chief Executive), Paul Wright
(Chief Finance Officer), Alex Davis (Chief Technology Officer) and
Anthony Knight (Client Services Director), and Daniel Sasaki and
Kunal Dasgupta of LDC.
The Independent Directors of WorkPlace are Ian Lenagan and John
Herring.
Summary
-- The Offer will be made at a price of 25 pence in cash for each Offer Share.
-- The Offer values WorkPlace's entire issued and to be issued
ordinary share capital at approximately GBP41.0 million and
represents:
o a premium of approximately 81.8 per cent. to the Closing Price
of 13.75 pence per Offer Share on 8 December 2011, being the last
Business Day prior to the commencement of the Offer Period; and
o a premium of approximately 79.3 per cent. to the average
Closing Price of 13.94 pence per Offer Share over the twelve month
period to 8 December 2011, being the last Business Day prior to the
commencement of the Offer Period.
-- The Independent Directors, who have been so advised by
Mazars, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Independent Directors in relation to the
Offer, Mazars has taken into account the commercial assessments of
the Independent Directors. Accordingly, the Independent Directors
unanimously recommend that WorkPlace Shareholders accept the
Offer.
-- The Independent Directors and the Continuing Directors have
irrevocably undertaken to accept the Offer in respect of a total of
72,905,929 Offer Shares (which includes 1,250,000 Offer Shares to
be issued pursuant to the exercise of WorkPlace Options),
representing approximately 45.7 per cent. of the Offer Shares and
to vote in favour of the Ordinary Resolution in respect of a total
of 71,655,929 Eligible Voting Shares, representing approximately
49.4 per cent. of the Eligible Voting Shares.
-- Certain institutional and individual Independent WorkPlace
Shareholders have also entered into irrevocable undertakings to
accept the Offer and vote in favour of the Ordinary Resolution in
respect of, in aggregate, 15,566,175 Offer Shares, representing
approximately 9.8 per cent. of the Offer Shares and approximately
10.7 per cent. of the Eligible Voting Shares.
-- The Management Team has irrevocably undertaken to accept the
Offer (or procure that the registered holder of any shares in which
they hold an interest accepts the Offer) in respect of 10,643,914
Offer Shares, representing 6.7 per cent. of the Offer Shares.
-- NewCo has also received letters of intent from other
institutional WorkPlace Shareholders to accept the Offer and vote
in favour of the Ordinary Resolution in respect of, in aggregate,
28,392,243 Offer Shares, representing approximately 17.8 per cent.
of the Offer Shares and approximately 19.6 per cent. of the
Eligible Voting Shares.
-- Accordingly, NewCo has received, in aggregate, letters of
intent or irrevocable undertakings to accept the Offer in respect
of a total of:
(a) 127,508,261 Offer Shares, representing approximately 80.0
per cent. of the Offer Shares; and
(b) 115,614,347 Eligible Voting Shares to vote in favour of the
Ordinary Resolution, representing approximately 79.7 per cent. of
the Eligible Voting Shares.
-- NewCo believes that the ongoing participation by the
Management Team in the continued growth of WorkPlace is
fundamental, in light of their knowledge of the Company's software,
services, customers and the markets in which WorkPlace operates. As
a consequence, the Management Offers, which are described in more
detail in the body of this announcement, have been agreed between
NewCo and the Management Team.
o The Management Team will accept the Offer in respect of their
Management Offer Shares in accordance with the irrevocable
undertakings given by the Management Team as described in more
detail in the body of this announcement. NewCo will acquire the
Roll-over Shares from the Management Team in exchange for NewCo
Loan Notes and NewCo Ordinary Shares, pursuant to the terms of the
Share Exchange Deed, at the date that the Offer becomes, or is
declared, unconditional in all respects. Anthony Knight has agreed
to subscribe for certain NewCo Loan Notes pursuant to the
Subscription and Shareholders Agreement at the date that the Offer
becomes, or is declared, unconditional in all respects.
o In relation to the Management Offers, the Panel has agreed,
subject to the requisite Ordinary Resolution being passed on a poll
of Independent WorkPlace Shareholders at the General Meeting to be
held on 28 December 2011, to allow the Management Offers to be made
on the terms and subject to the conditions of the Share Exchange
Deed and the Subscription and Shareholders Agreement
notwithstanding the fact that the opportunity to participate in
such arrangements is not being extended to all WorkPlace
Shareholders. Accordingly, a notice convening the General Meeting
for 11.00a.m. on 28 December 2011 will be sent to WorkPlace
Shareholders at which the Ordinary Resolution to approve the
Management Offers, pursuant to the Code, will be proposed. In
accordance with the requirements of the Code, only the Independent
WorkPlace Shareholders will be permitted to vote on the Ordinary
Resolution, which will be taken on a poll. The Offer is
conditional, inter alia, upon the passing of the Ordinary
Resolution.
-- The Offer will be conditional, inter alia, on acceptances
being received which will result in NewCo holding more than 90 per
cent. (or such lower percentage above 50 per cent. as NewCo may in
its absolute discretion decide) of the Offer Shares.
-- If NewCo receives acceptances under the Offer in respect of,
or otherwise acquires, 90 per cent. or more of the Offer Shares,
NewCo will exercise its rights pursuant to sections 974 to 991 of
the Companies Act 2006 to acquire compulsorily the remaining Offer
Shares in respect of which the Offer has not been accepted
following the Offer becoming or being declared unconditional in all
respects. It is also intended that, following the Offer becoming or
being declared unconditional in all respects and subject to any
applicable regulatory requirements, NewCo will procure that
WorkPlace applies to the London Stock Exchange for the cancellation
of trading in WorkPlace's Shares on AIM. De-listing would
significantly reduce the liquidity and marketability of any Offer
Shares not acquired by NewCo.
-- Mazars has advised the Independent Directors that the terms
of the Management Offers are fair and reasonable in so far as
Independent WorkPlace Shareholders are concerned.
Commenting on the Offer, Daniel Sasaki (on behalf of NewCo)
said:
"LDC has an outstanding investment track record in enterprise
software, including successful exits like Iris and SSP, and
promising current portfolio companies such as Avelo, BigHand and
OnApp. LDC believes the enterprise software sector has strong
growth prospects, especially as software provision moves
increasingly to delivery over the internet through
software-as-a-service offerings. This is one of the reasons we
announced earlier this year a commitment to invest GBP200m in the
technology, telecoms and media sector over the next two years.
We are excited about the opportunity to back a sales-led and
experienced management team whom we believe can drive significant
growth when released from the confines of the public markets. In
return, LDC has the resources, skills and track record to help
management accelerate the development of their business."
Commenting on the Offer, Ian Lenagan (Chairman of WorkPlace)
said:
"After 25 years as Chairman, I am delighted that this management
buyout, backed by Lloyds Development Capital, represents an
attractive offer for shareholders and protects employees and
customers whilst allowing WorkPlace to move to its next stage of
development."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including the Appendices).
The Offer will be subject to the Conditions and further terms set
out in Appendix I to this announcement and the additional terms to
be set out in the Offer documentation when issued. Appendix II
contains the sources and bases of certain information used in this
summary and in the following announcement. Appendix III contains
definitions of certain terms used in this announcement.
Enquiries:
For further information, please contact:
020 77 583
NewCo 680
Daniel Sasaki
Kunal Dasgupta
Barney Quinn
Paul Wright
020 72 278
Torch Partners Corporate Finance Limited 830
(financial adviser to LDC & NewCo)
Rupert Robson
Seth Schelin
Thomas Roberts
Amaya Gonzalez Lantero
020 75 985
Fairfax I.S. Plc 368
(financial adviser to NewCo & Management Team)
Simon Bennett
Stuart Gledhill
Katy Birkin
020 76 299
Morgan Rossiter 101
(public relations adviser to NewCo)
Richard Evans
019 08 251
Workplace Systems International Plc 300
Ian Lenagan, Chairman
John Herring, Non-executive Director
020 70 634
Mazars Corporate Finance Limited 000
(financial adviser to the Independent Directors)
Stephen Skeels
Andrew Millington
Simon Fitzsimmons
020 31 786
Biddicks 378
(public relations adviser to Workplace Systems)
Zoe Biddick
Sophie McNulty
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer
Document which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
Fairfax I.S. PLC, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting only
for each of NewCo and the Management Team and no one else in
connection with the Offer and will not be responsible to anyone
other than NewCo and the Management Team for providing the
protections afforded to clients of Fairfax I.S. PLC or for
providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Torch Partners Corporate Finance Limited, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting only for each of NewCo and LDC and no one else
in connection with the Offer and will not be responsible to anyone
other than NewCo and LDC for providing the protections afforded to
clients of Torch Partners Corporate Finance Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Mazars Corporate Finance Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting only for WorkPlace and no one else in
connection with the Offer and will not be responsible to anyone
other than WorkPlace for providing the protections afforded to
clients of Mazars Corporate Finance Limited or for providing advice
in relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by NewCo and permitted by applicable
law and regulation, subject to certain exemptions, the Offer is not
being, and will not be, made, directly or indirectly, in or into
and will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, unless otherwise determined by NewCo,
copies of this announcement and any other documentation relating to
the Offer are not being and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction and persons receiving this announcement
and any other documentation relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions as
doing so may be a breach of applicable law and regulation in that
jurisdiction and may invalidate any purported acceptance of the
Offer. The availability of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves about
and observe any applicable legal or regulatory requirements of
their jurisdiction.
Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, or may have a legal or contractual
obligation to, forward this announcement and/or any documentation
relating to the Offer to any jurisdiction outside the United
Kingdom, should inform themselves of, and observe, any applicable
legal or regulatory requirements of any relevant jurisdiction and
seek appropriate advice.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of
England.
FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking" statements
with respect to the financial condition, results of operations and
business of WorkPlace and/or NewCo and certain plans and objectives
of the board of directors of WorkPlace, and NewCo with respect
thereto. The forward-looking statements contained herein may
include statements about the expected effects on NewCo or WorkPlace
of the Offer, the expected timing and scope of the Offer,
anticipated earnings enhancements, other strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements
typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import.
These statements are based on assumptions and assessments made by
the boards of directors of WorkPlace and NewCo in the light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. They have not been reviewed by the auditors of
WorkPlace or NewCo. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
All subsequent oral or written forward-looking statements
attributable to WorkPlace or NewCo or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements included
in this announcement are based on information available to
WorkPlace and NewCo on the date of this announcement and are made
only as of the date of this announcement. Undue reliance should not
be placed on such forward-looking statements.
Subject to compliance with the Code and other legal and
regulatory requirements, neither WorkPlace nor NewCo intend, or
undertake any obligation, to update any information contained in
this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to WorkPlace Shareholders
Addresses, electronic addresses and certain information provided
by WorkPlace Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
WorkPlace may be provided to NewCo during the offer period as
requested under Section 4 of Appendix 4 of the Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available free of
charge, at www.workplacesystems.com and www.waspbidco.com by no
later than 12 noon on 12 December 2011 and will be available during
the course of the Offer. You may request a hard copy of this
announcement, free of charge, by contacting Paul Wright, the Chief
Finance Officer of WorkPlace, on 01908 251 300 or Jenny Stephenson
of CMS Cameron McKenna LLP on +44(0) 207 367 3000. It is important
that you note that unless you make such a request, a hard copy of
this announcement and any information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information sent to you in relation to
the Offer should be in hard copy form. For the avoidance of doubt,
the content of the websites referred to above is not incorporated
into and does not form part of this announcement.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, WorkPlace confirms
that there are 148,225,909 WorkPlace Shares in issue and admitted
to trading on AIM under ISIN Code GB0009250845.
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON
TIME
Recommended Cash Offer
by
Wasp Management Software Limited
For
WorkPlace Systems International plc
1. Introduction
The board of directors of Wasp Management Software Limited
("NewCo"), a Company backed by Lloyds TSB Development Capital
Limited ("LDC") and the Management Team, and the Independent
Directors of WorkPlace Systems International plc ("WorkPlace" or
the "Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
NewCo for the entire issued and to be issued share capital of
WorkPlace, excluding the Roll-over Shares which NewCo has
separately contracted to acquire from the Management Team (the
"Offer").
The board of directors of NewCo comprises the following existing
WorkPlace Directors: Bernard Quinn (Chief Executive), Paul Wright
(Chief Finance Officer), Alex Davis (Chief Technology Officer) and
Anthony Knight (Client Services Director); and Daniel Sasaki and
Kunal Dasgupta of LDC.
The Independent Directors of WorkPlace are Ian Lenagan and John
Herring.
2. The Offer
Under the Offer, which will be made by NewCo on terms and
subject to the further conditions set out below and in Appendix I
to this announcement, WorkPlace Shareholders will receive:
For each Offer Share 25 pence in cash
The Offer values WorkPlace's entire issued and to be issued
share capital at approximately GBP41.0 million and represents:
-- a premium of approximately 81.8 per cent. to the Closing
Price of 13.75 pence per Offer Share on 8 December 2011, being the
last Business Day prior to the commencement of the Offer Period;
and
-- a premium of approximately 79.3 per cent. to the average
Closing Price of 13.94 pence per Offer Share over the last twelve
months to 8 December 2011, being the last Business Day prior to the
commencement of the Offer Period.
The Offer Shares will be transferred to NewCo fully paid with
full title guarantee and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and other third
party rights or interests and together with all rights attaching to
such Offer Shares including, without limitation, the right to
receive all dividends and other distributions (if any) announced,
declared, made or paid after the Announcement Date.
The Offer extends to all Offer Shares unconditionally allotted
or issued and fully paid on the date of the Offer and any Offer
Shares which are unconditionally allotted or issued and fully paid
before the date on which the Offer closes to acceptances or such
earlier date as NewCo may announce, subject to the Code and in
accordance with the further conditions and terms of the Offer set
out and referred to in Appendix I to this announcement.
3. Background to and reasons for the Offer
As one of the pre-eminent UK mid-market private equity firms,
LDC has significant experience and a strong track record of
investing in the UK technology sector. LDC believes that WorkPlace
represents an attractive investment opportunity on the basis of
three key factors: (i) WorkPlace's reputation with its workforce
management software solutions in the market verticals in which it
operates; (ii) the ability of LDC to add value to the operations of
WorkPlace; and (iii) the ability of WorkPlace to prioritise its
growth potential without the demands of a public listing.
Research and development ("R&D") and other investments
WorkPlace has invested significant amounts of capital on
research and development in the last three years, in part, in
developing WorkPlace's Software as a Service product "WorkPlace
OnLine". LDC believes that in order to achieve its full potential,
WorkPlace OnLine will continue to require additional significant
investment, not only in R&D, but also in sales &
marketing.
The ability of LDC to add value
LDC is a long established private equity investor with extensive
experience managing growth businesses and LDC believes that
existing and new customers can draw confidence from the reputation
of LDC and its track record of commitment to its portfolio
businesses. LDC believes that WorkPlace's ability to grow in the
future will be enhanced under its ownership as it executes its
longer term strategy. LDC intends to support the Company by
providing resources to continue to invest in research, product
development, sales and marketing and, should valid opportunities
arise, strategic acquisitions.
4. Background to and reasons for the recommendation
For 25 years, the WorkPlace Group has provided Workforce
Management software solutions which can often enable customers to
improve their financial and operational performance by increasing
service levels, reducing labour ineffectiveness and improving
employee utilisation. As a leading supplier in this market,
WorkPlace has a blue chip customer base, including Walmart in the
US, Next, Gala Coral and Wickes in the UK and H&M and Metro
Group in Europe.
In deciding to recommend the Offer to WorkPlace Shareholders,
the Independent Directors have taken into account a range of
factors, including those outlined below.
In 2009, WorkPlace introduced its Software as a Service ("SaaS")
product "WorkPlace OnLine" which is delivered as a service over the
internet. Since then, WorkPlace has focused significant resource on
selling its SaaS product whilst maintaining the original WorkPlace
On-premise solution for its existing and new potential clients.
WorkPlace has managed the additional R&D expenditure for
WorkPlace OnLine carefully within the constraints required for
satisfactory financial performance and against the background of a
difficult trading environment in recent years. Additional financial
investment is likely to be needed in R&D and sales &
marketing resources to develop further the WorkPlace OnLine
presence and profile in Europe and the United States in order to
take advantage of the increased market opportunity which is
available for a SaaS-based Workforce Management Product.
The medium and long term growth prospects for WorkPlace are
dependent on the adoption of WorkPlace's Workforce Management
solutions by an increasing number of end user customers in various
business sectors, but with a particular focus on retailers in the
US, UK and Europe. The opportunity also arises with the Online SaaS
product for some of these new business wins to come from customers
switching away from other suppliers to use WorkPlace's products and
services.
Whilst WorkPlace has an encouraging pipeline of business
opportunities in specific markets and a number of promising ongoing
pilots, it cannot be guaranteed whether or when current pilots will
turn into full contracts. Similarly, extension of pilot programmes
and the potential for cancellation or postponement of investment
projects by WorkPlace customers, mean that delivery of consistent
sales growth remains unpredictable whilst clearly possible with the
product set and opportunities available to the Company.
In considering whether to recommend the Offer, the Independent
Directors have concluded that whilst WorkPlace could continue to
trade successfully as an independent entity, the Offer Price made
represents a fair offer which takes into account the Company's
potential growth in the next full year at least and which is
particularly attractive to shareholders against the backdrop of
financial uncertainty in the European and worldwide economies.
In considering whether to recommend the Offer, the Independent
Directors have also placed considerable weight on the attraction to
WorkPlace Shareholders of an immediate cash return of 25 pence per
Offer Share, which represents an attractive premium to both the
current and recent closing prices at which the WorkPlace Shares
have traded.
The Independent Directors consider that the Offer provides
certainty to WorkPlace's Shareholders and provides fair value now
for the medium and longer term prospects for the Company.
5. Recommendation
In view of their proposed involvement with NewCo, members of the
Management Team have not participated in the consideration of the
Offer or the formulation of advice to Independent WorkPlace
Shareholders and neither have the Continuing Directors in light of
the fact they are not resigning as directors of WorkPlace.
Accordingly the recommendation of the Offer is being made by the
Independent Directors.
The Independent Directors, who have been so advised by Mazars,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors in relation to the
Offer, Mazars has taken into account the commercial assessments of
the Independent Directors.
Accordingly, the Independent Directors unanimously recommend
that WorkPlace Shareholders accept the Offer as they have
irrevocably undertaken to do in respect of a total of 68,917,759
Offer Shares representing approximately 43.2 per cent. of the Offer
Shares.
Mazars has advised the Independent Directors that the terms of
the Management Offers are fair and reasonable in so far as
Independent WorkPlace Shareholders are concerned.
The Independent Directors also unanimously recommend that the
Independent WorkPlace Shareholders vote in favour of the Ordinary
Resolution to approve the Management Offers, as the Independent
Directors have irrevocably undertaken to do in respect of a total
of 68,917,759Eligible Voting Shares, representing approximately
47.5 per cent. of the Eligible Voting Shares.
In giving its advice, Mazars is advising the Independent
Directors in relation to the Offer and is not acting for any
Independent Director in his personal capacity or for any WorkPlace
Shareholder or WorkPlace option holder. Mazars will not be
responsible to any such person for providing the protections
afforded to its customers or for advising any such person in
relation to the Offer. In particular, Mazars will not owe any
duties or responsibilities to any particular WorkPlace Shareholder
or holder of WorkPlace Options concerning the Offer.
6. Arrangements with the Management Team
NewCo believes that the ongoing participation by the Management
Team in the continued growth of WorkPlace is fundamental, in the
light of their knowledge of the Company's software, services,
customers and the markets in which WorkPlace operates. As a
consequence, the Management Offers, which are described in more
detail in the Offer Document, have been agreed between NewCo and
the Management Team.
The Management Team will accept the Offer in respect of its
Management Offer Shares in accordance with the irrevocable
undertakings given by the Management Team as described in paragraph
8 of this announcement. NewCo will acquire the Roll-over Shares
from the Management Team in exchange for NewCo Loan Notes and NewCo
B Ordinary Shares, pursuant to the terms of the Share Exchange
Deed, at the date that the Offer becomes, or is declared,
unconditional in all respects. Anthony Knight has agreed to
subscribe for certain NewCo Loan Notes pursuant to the Subscription
and Shareholders Agreement at (or within 20 days of) the date that
the Offer becomes, or is declared, unconditional in all respects.
Accordingly, the Management Team shall hold NewCo B Ordinary Shares
and NewCo Loan Notes as set out in the table below.
Name Amount of Amount of Number of % of issued
NewCo 'A' NewCo 'B' NewCo 'B' share capital
Loan Notes Loan Notes Ordinary of NewCo
GBP GBP Shares
Bernard Quinn 287,451 287,451 10,625 4.38%
Paul Wright 118,414 118,413 10,625 4.38%
Alex Davis 118,414 118,413 10,625 4.38%
Anthony Knight(1) 118,413 118,413 10,625 4.38%
(1) Assuming Anthony Knight subscribes in full for his
NewCo Loan Notes in accordance with the Subscription
and Shareholders Agreement
As at the date that the Offer becomes, or is declared,
unconditional in all respects, the Management Team will hold in
aggregate approximately 17.5 per cent. of the issued share capital
of NewCo and the remaining approximately 82.5 per cent. will be
owned by LDC. LDC's interest is split between voting and
non--voting shares. LDC will hold voting shares equalling 49.9 per
cent. of the shareholder voting rights in NewCo with the remainder
of LDC's shares comprising non-voting shares and the Management
Team shall hold the remaining voting shares in equal
proportions.
Eight per cent. of NewCo Ordinary Shares have been authorised to
be issued and are intended for future allocation to employees or
directors of the NewCo Group (subject to remuneration committee
approval).
The shareholding of the Management Team is subject to adjustment
depending on whether NewCo achieves certain financial performance
targets for the financial years ending 31 December 2012, 31
December 2013 and 31 December 2014. At the end each of these three
years, if the financial performance targets are met, there will be
no adjustment to the Management Team's shareholding. If the
financial performance targets for the relevant financial year are
exceeded, the Management Team's shareholding will increase by one
per cent. and if the financial performance targets for the relevant
financial year are not achieved, the Management Team's shareholding
will decrease by one per cent.
The members of the Management Team have agreed pursuant to the
Subscription and Shareholders Agreement to enter into new service
contracts on the Offer being declared unconditional in all
respects,
which are broadly on the same terms as their current service
contracts with WorkPlace, save that the service contracts are being
made consistent in relation to notice periods so that any member of
the Management Team may terminate on six months' notice and NewCo
may terminate on 12 months' notice.
In relation to the Management Offers, the Panel has agreed,
subject to the Ordinary Resolution being passed on a poll of
Independent WorkPlace Shareholders at the General Meeting to be
held on 28 December 2011, to allow the Management Offers to be made
on the terms and subject to the conditions set out in the Share
Exchange Deed and the Subscription and Shareholders Agreement
notwithstanding the fact that the opportunity to participate in
such arrangements is not being extended to all WorkPlace
Shareholders.
Mazars has advised the Independent Directors that the terms of
the Management Offers are fair and reasonable in so far as
Independent WorkPlace Shareholders are concerned.
Accordingly, a notice will be sent to WorkPlace Shareholders
convening the General Meeting for 11.00 a.m. on 28 December 2011 at
which the Ordinary Resolution to approve the Management Offers,
pursuant to the Code, will be proposed. In accordance with the
requirements of the Code, only the Independent WorkPlace
Shareholders will be permitted to vote on the Ordinary Resolution,
which will be taken on a poll. The Offer is conditional, inter
alia, upon the passing of the Ordinary Resolution.
7. Management, employees and locations
NewCo values the skills, knowledge and expertise of WorkPlace's
existing management and employees and expects them to play an
important role in the further development and continuing growth of
the WorkPlace business.
NewCo has indicated that, with the exception of Ian Lenagan and
John Herring who will resign from the WorkPlace Board upon the
Offer becoming, or being declared, wholly unconditional, the Offer
will not have any adverse repercussions on WorkPlace's employees or
management and will provide continuity of employment for staff.
Following the Offer becoming, or being declared, unconditional in
all respects, Ian Lenagan has agreed to provide consultancy
services to NewCo. Details of his consultancy agreement with NewCo
and the terms of his compromise agreement with WorkPlace will be
set out in the Offer Document.
Furthermore, NewCo does not intend to change the location of
WorkPlace's place of business or to redeploy any of WorkPlace's
fixed assets or effect a material change in any conditions of
employment (save for the Management Team's new service contracts,
which are broadly on the same terms as their current service
contracts with WorkPlace, save as set out above) and has confirmed
to the Independent Directors that the existing employment rights,
including pension rights, of all WorkPlace employees will be fully
safeguarded upon the Offer becoming, or being declared,
unconditional in all respects.
8. Irrevocable Undertakings to accept the Offer and vote in
favour of the Ordinary Resolution
The Independent Directors and the Continuing Directors have
irrevocably undertaken to accept the Offer in respect of a total of
72,905,929 Offer Shares (which includes 1,250,000 Offer Shares to
be issued pursuant to the exercise of WorkPlace Options),
representing approximately 45.7 per cent. of the Offer Shares and
to vote in favour of the Ordinary Resolution in respect of a total
of 71,655,929 Eligible Voting Shares, representing approximately
49.4 per cent. of the Eligible Voting Shares. The undertakings
provided by the Independent Directors and the Continuing Directors
will continue to be binding, even in the event of a higher offer
for WorkPlace by a competing third party and cannot be withdrawn
unless the Offer lapses or is withdrawn.
The following Independent WorkPlace Shareholders have entered
into irrevocable undertakings to accept the Offer in respect of the
following Offer Shares and to vote in favour of the Ordinary
Resolution in respect of the following Eligible Voting Shares:
Name Total number Percentage of Percentage
of Offer Shares Eligible Voting of Offer Shares
Shares
Hargreave Hale
Limited 3,450,000 2.4% 2.2%
Timothy Mark Westaway 4,782,875 3.3% 3.0%
Michael David Wailing 7,333,300 5.1% 4.6%
The irrevocable undertakings provided by Hargreave Hale Limited,
Timothy Mark Westaway and Michael David Wailing will remain binding
in the event of a higher offer for WorkPlace by a competing third
party, unless the value of the competing offer represents an
improvement of ten per cent. or more of the value of the
consideration being made available under the Offer.
NewCo has also received letters of intent from the following
institutional shareholders of WorkPlace to accept the Offer in
respect of the following Offer Shares and to vote in favour of the
Ordinary Resolution in respect of the following Eligible Voting
Shares:
Name Total number Percentage of Percentage of
of Offer Shares Eligible Voting Offer Shares
Shares
Liontrust Investment
Partners LLP 21,621,601 14.9% 13.6%
Schroder Investment
Management Limited 6,770,642 4.7% 4.2%
The Management Team has irrevocably undertaken to accept the
Offer (or procure that the registered holder accepts the Offer) in
respect of the Management Offer Shares, which amount to 10,643,914
Offer Shares, representing 6.7 per cent. of the Offer Shares.
Accordingly, NewCo has received, in aggregate letters of intent
or irrevocable undertakings in respect of a total of:
(a) 127,508,261 Offer Shares to accept the Offer, representing
approximately 80.0 per cent. of the Offer Shares; and
(b) 115,614,347 Eligible Voting Shares to vote in favour of the
Ordinary Resolution, representing approximately 79.7 per cent. of
the Eligible Voting Shares.
9. Information on LDC
LDC is one of the UK's leading mid-market private equity firms
with over 30 years' history supporting ambitious management teams.
LDC is a wholly owned subsidiary of Lloyds TSB Bank plc which
itself is a wholly owned subsidiary of Lloyds Banking Group. LDC
has been investing with funds provided by its parent throughout the
economic cycle.
LDC has a portfolio of over 70 businesses valued in excess of
GBP1.3 billion, an extensive network of 10 offices across the UK
and a presence in Hong Kong. LDC assists the businesses it invests
in by providing access to new opportunities and potential synergies
both from its portfolio and within the Lloyds Banking Group.
10. Information on Lloyds Banking Group
Lloyds Banking Group is a UK based financial services group
providing a wide range of banking and financial services, primarily
in the UK, to personal and corporate customers. Its main business
activities include retail, commercial and corporate banking,
general insurance, and life, pensions and investment provision.
During its last financial year to 31 December 2010, Lloyds Banking
Group and its affiliates worldwide earned consolidated revenues of
approximately GBP43.5 billion.
11. Information relating to NewCo
NewCo is a limited liability company incorporated in England and
Wales for the purposes of making the Offer and is backed by LDC.
NewCo has not traded since its incorporation and the only
obligations that it has entered into are in connection with
implementing the Offer.
12. Financing and cash confirmation
The consideration payable under the Offer will be funded
entirely through financing provided by LDC with no requirement for
any funding from third party providers of debt finance to the NewCo
Group. LDC's funding is provided by Lloyds Banking Group's cash
resources.
Fairfax and Torch Partners, joint financial advisers to NewCo,
have confirmed that they are satisfied that sufficient resources
are available to NewCo to satisfy the full cash consideration
payable to WorkPlace Shareholders under the terms of the Offer and
to participants in the WorkPlace Share Options Schemes under the
proposals to be made to such participants.
13. Information relating to WorkPlace
WorkPlace is a public limited company incorporated in England
and Wales with company number 3966381 and registered office at
Precedent Drive, Rooksley, Milton Keynes, Buckinghamshire MK13 8PP.
WorkPlace is a leader in its market for the development and supply
of workforce management software solutions and consulting
services.
WorkPlace software modules address, for a variety of industry
sectors, staff requirement forecasting, staff scheduling and staff
tracking together with many aspects of the planning and tracking of
work done by staff including resources required. Major application
modules cover: Labour Budgeting, Staff Requirement Forecasting,
Staff Scheduling, Schedule Management, Time and Attendance, Task
Management and Work Tracking.
WorkPlace has its headquarters in Milton Keynes, England and has
additional offices in North America and Australia. A cross-section
of clients include Walmart in the US, Argos, BAE Systems, BBC,
British Airways, Gala Coral, Menzies Aviation, National Express,
Next, World Duty Free and Wickes in the UK, and H&M and Metro
Group in Europe.
For 25 years, WorkPlace has provided solutions which can often
enable organisations to improve their financial and operational
performance by reducing labour ineffectiveness, increasing service
levels and improving employee utilisation. WorkPlace customers
exist in a wide variety of sectors and range from sites with less
than ten staff to centralised or multi-site operations with many
thousands of staff.
Highlights of the consolidated financials for the financial
years ending 31 March 2011 and 2010 are as
follows:
2011 2010
GBP'000 GBP'000
Revenue 9,097 9,064
(Loss) / profit from operations (355) 46
(Loss) / profit before tax (349) 50
Basic and Diluted (loss) / earnings
(pence per share) (0.24) 0.03
14. Current trading and prospects of WorkPlace
Trading highlights from the Interim Financial Statements for the
6 months ended 30 September 2011 were as follows:
GBP'000
Revenue 5,289
Profit from operations 286
Profit before tax 290
Basic/diluted earnings (pence per 0.20/0.18
share)
In the Interim Report published at the same time as this
announcement, the Chairman, Ian Lenagan, reported:
"In May 2011 the Company celebrated its 25th Anniversary, a
notable achievement for an independent UK software company. It is
apt that this coincided with a continuation of and improvement in
the operating profit of the Company which started in the
second-half of the previous Financial Year.
As previously reported to the market, the first half of the
Financial Year focused on the SaaS pilots being run by the Company
in each of its operating regions and the conversion of these pilots
into full roll-outs. On 1 September the Company announced that it
had succeeded in moving to roll-out its OnLine SaaS solution at a
major retailer in the US in addition to a number of high street
operators in the UK. The Company also won contracts in the Middle
East and South Africa for its SaaS solution and in the Baltics for
its On-premise StaffPlanner product.
During the period the Company sold its investment in EASE Inc, a
US Labour Standards Software and Consultancy company, whilst
maintaining its Distribution Rights for the retail EASE product.
The Company also sold its remaining freehold property in Woodstock
which it had sublet for a number of years. The Company made a
combined profit of GBP27k, after transaction costs, on the sale of
these two assets releasing over GBP400k of working capital.
Financial Results
The operating profit for the half-year of GBP286,000 compared
favourably to the loss of GBP480,000 in the comparable period of
2010 and the GBP125,000 profit recorded in the second-half of the
Financial Year ended 31 March 2011.
Revenue for the six month period ended 30 September 2011
increased to GBP5.3 million (2010: GBP4.7 million). The gross
margin increased to 90 per cent. (2010: 88 per cent.) as the fixed
cost element of the Company's SaaS infrastructure was now spread
across a greater number of customers. The Company's overhead base
increased during the period from GBP3.9 million in the six months
to 31 March 2011 to GBP4.5 million (2010: GBP4.6 million)
reflecting the cost of additional staff during the period to
support the growing revenue streams. At 30 September 2011 the
Company retained cash balances of GBP1.5 million (2010: GBP2.1
million). The reduction in cash was more than offset by an increase
in working capital as the timing of new contracts and the extended
credit requested by several retail customers was recognised through
the business.
Business Performance
Interest in WorkPlace On-Line continues to grow in all regions
in which the Company operates and a growing awareness of the
benefits that can be achieved through a true SaaS solution has been
important in winning business in all regions. The value of the
Company's rapid implementation process has been recognised in the
retail sector and the delivery of SaaS via the internet has opened
new opportunities for customers with multiple small format
outlets.
In addition the Company has continued to develop its On-premise
product and, during the period, received further orders from
existing customers to enable them to roll-out the On-Premise
software into new countries.
Outlook
The progress made by the Company during the last twelve months
in developing the SaaS solution alongside the existing On-Premise
software is reflected in the half-year figures and the orders that
were announced in September."
15. WorkPlace Share Option Schemes
The Offer extends to any Offer Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) prior to
the date on which the Offer closes (or such earlier date as NewCo
may, subject to the Code and/or with the consent of the Panel,
determine) as a result of the exercise of options granted under the
WorkPlace Share Option Schemes. Participants in the WorkPlace Share
Option Schemes will be contacted and appropriate proposals will be
made to such participants at the time of posting the Offer
Document. At the date of this announcement options over a maximum
of 15,923,538 WorkPlace Shares are outstanding.
16. WorkPlace cancellation of trading on AIM, re-registration as
a private company and intention to compulsorily purchase Offer
Shares
If NewCo receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Offer Shares, NewCo
will exercise its rights pursuant to sections 974 to 991 of the
Companies Act 2006 to acquire compulsorily the remaining Offer
Shares in respect of which the Offer has not been accepted
following the Offer becoming or being declared unconditional in all
respects.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects and subject to any
applicable regulatory requirements, NewCo will procure that
WorkPlace applies to the London Stock Exchange for the cancellation
of trading in WorkPlace's Shares on AIM. De-listing would
significantly reduce the liquidity and marketability of any Offer
Shares not acquired by NewCo.
NewCo will also seek to procure the re-registration of WorkPlace
as a private company.
17. Overseas Shareholders
The availability of the Offer to Independent WorkPlace
Shareholders who are not resident in the UK may be affected by the
laws of their relevant jurisdiction. Such persons should inform
themselves about and observe any applicable legal or regulatory
requirements of their jurisdiction. If you remain in any doubt, you
should consult your professional adviser in the relevant
jurisdiction without delay.
18. Anticipated timetable
NewCo will dispatch the Offer Document to WorkPlace Shareholders
and, for information only, to holders of WorkPlace Options as soon
as practicable and, in any event, within 28 days of the date of
this announcement (unless agreed otherwise with the Panel).
19. Further details of the Offer
The Offer will be subject to the conditions and the further
terms set out in Appendix I to this announcement and the additional
terms to be set out in the Offer Document when issued. Appendix II
to this announcement contains the sources and bases of certain
information set out in this announcement. Appendix III to this
announcement contains definitions of certain terms used in this
announcement.
20. Documents on display
Copies of the following documents will be available, free of
charge, on WorkPlace's website at www.workplacesystems.com and
Newco's website at www.waspbidco.com during the course of the
Offer:
20.1 the irrevocable undertakings and letters of intent referred
to in paragraph 8 of this announcement;
20.2 the Share Exchange Deed referred to in paragraph 6 of this announcement;
20.3 the Subscription and Shareholders Agreement referred to in
paragraph 6 of this announcement;
20.4 the service contracts of the Management Team referred to in
paragraph 6 of this announcement;
20.5 the consultancy agreement referred to in paragraph 7 of this announcement;
20.6 the compromise agreement referred to in paragraph 7 of this announcement;
20.7 the confidentiality, non-solicitation and inducement fee
agreement between LDC and WorkPlace, dated 17 September 2011;
and
20.8 a copy of this announcement.
WorkPlace and NewCo will provide, without charge, to each person
to whom a copy of this announcement has been delivered, upon their
written request, a copy of any documents or information
incorporated by reference in this announcement. Copies of any
documents or information incorporated by reference into this
document will not be provided unless such a request is made. You
may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. Requests for copies of any such documents or
information should be directed to Paul Wright, the Chief Finance
Officer of WorkPlace, on 01908 251 300, or Jenny Stephenson of CMS
Cameron McKenna LLP on +44 (0) 207 367 3000.
Appendix I Conditions and Further Terms of the Offer
Part A Conditions of the Offer
1. Definitions and Interpretations
1.1 Except where the context requires otherwise, any reference in this Appendix I to:
1.1.1 the "Acceptance Condition" means the condition set out in
paragraph 2 of this Part A of Appendix I;
1.1.2 "acceptances of the Offer" includes deemed acceptances of the Offer;
1.1.3 "acting in concert with NewCo" is a reference to a person
acting or deemed to be acting in concert with NewCo for the
purposes of the Code and/or the Offer (including the Management
Team);
1.1.4 "Day 39" means 17 January 2012;
1.1.5 "Day 60" means 7 February 2012;
1.1.6 "Disclosed" means fairly disclosed by WorkPlace (i) in the
Financial Statements; or (ii) by way of Public Announcement; or
(iii) in writing to NewCo or its financial or legal advisers by or
on behalf of WorkPlace or any of the WorkPlace Directors prior to
the date of this announcement;
1.1.7 "First Closing Date" means 30 December 2011; and
1.1.8 "the Offer becoming unconditional" means the Acceptance
Condition and further conditions of the Offer set out in paragraphs
3.1 and 3.2 of this Part A of Appendix I becoming satisfied, and
references to the Offer having become or not become unconditional
shall be construed accordingly.
2. Acceptance Condition
The Offer will be conditional on valid acceptances being
received (and not, where permitted, withdrawn) by not later than
1.00 p.m. (London time) on 30 December 2011 (or such later time(s)
and/ or date(s) as NewCo may, subject to the rules of the Code or
with the consent of the Panel, decide) in respect of such number of
Offer Shares which, together with the Offer Shares acquired or
agreed to be acquired by NewCo or parties acting in concert with
NewCo before or during the Offer Period (whether pursuant to the
Offer or otherwise), will result in NewCo and any person acting in
concert with it holding Offer Shares carrying more than 90 per
cent. (or such lower percentage, but not lower than 50 per cent, as
NewCo may decide) of the voting rights then normally exercisable at
a general meeting of WorkPlace. For the purpose of this condition,
Offer Shares which have been unconditionally allotted but not
issued before the Offer becomes unconditional, whether pursuant to
the exercise of any outstanding subscription or conversion rights
or otherwise, shall be deemed to carry the voting rights which they
will carry on issue.
3. Certain further conditions of the Offer
Subject to the requirements of the Panel, the Offer will be
conditional upon the following further conditions:
Passing the Ordinary Resolution to approve the Management
Offers
3.1 the passing at the WorkPlace General Meeting (or at any
adjournment of the meeting) of the Ordinary Resolution by the
Independent WorkPlace Shareholders to approve the Management
Offers;
Australian Foreign Investment Policy
3.2 the issue of a notice of consent by the Treasurer of the Commonwealth of Australia ("Treasurer"), stating that the Australian Commonwealth Government does not object to the investment in Australia pursuant to the Offer, under the Australian Government's Foreign Investment Policy ("Policy"), and, if that consent is given subject to conditions or requirements, this condition is not fulfilled unless those conditions or requirements are reasonably acceptable to NewCo;
Notifications, waiting periods and authorisations
3.3 all material notifications, filings or applications which
are necessary having been made in connection with the Offer and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in respect of the Offer and the acquisition or
the proposed acquisition of any shares or other securities in, or
control or management of, WorkPlace by NewCo, in each case where
the absence of such notification, filing or application would have
a material adverse effect on NewCo or the Wider WorkPlace Group in
each case taken as a whole, and all authorisations necessary in
respect thereof having been obtained in terms and in a form
reasonably satisfactory to NewCo from all appropriate third parties
or (without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider WorkPlace Group
or NewCo has entered into contractual arrangements and all such
authorisations necessary to carry on the business of any member of
the Wider WorkPlace Group in any jurisdiction remaining in full
force and effect at the time at which the Offer becomes otherwise
wholly unconditional and no notice of an intention to revoke,
suspend, restrict, modify or not to renew such authorisations
having been made where, in each case, absence of such authorisation
would have a material adverse effect on the Wider WorkPlace Group
taken as a whole;
Antitrust and regulatory
3.4 no antitrust regulator, government, governmental, quasi
governmental, supranational, statutory, regulatory, environmental
or investigative body, court, trade, agency, association,
institution or any statutory person in any jurisdiction in which
WorkPlace carries on business (a "Relevant Jurisdiction") and each
a ("Third Party") having, without the consent of NewCo, given
notice in writing of a decision to take, institute, implement or
threaten in writing any action, proceeding, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the
same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published
practice (and in each case, not having withdrawn the same) (in each
case which would be material in the context of the Wider WorkPlace
Group) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
3.4.1 require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by NewCo
or by any member of the Wider WorkPlace Group of all or any
material part of its businesses, assets or property or impose any
limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any
of their assets or properties (or any part thereof) (in any case to
an extent which is material in the context of the Wider WorkPlace
Group, taken as a whole);
3.4.2 except pursuant to Chapter 3 of Part 28 of the 2006 Act,
require NewCo or the Wider WorkPlace Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or
interest in any member of the Wider WorkPlace Group (other than in
connection with the implementation of the Offer);
3.4.3 impose any material limitation on, or result in a material
delay in, the ability of NewCo directly or indirectly to acquire,
hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in WorkPlace or on the
ability of any member of the Wider WorkPlace Group or NewCo
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control
over, any member of the Wider WorkPlace Group, in each case to an
extent which is material in the context of the NewCo or the Wider
WorkPlace Group, taken as a whole;
3.4.4 otherwise materially adversely affect the business, assets
or profits of any member of the Wider WorkPlace Group to an extent
in any such case which is material in the context of the Wider
WorkPlace Group taken as a whole;
3.4.5 result in any member of the Wider WorkPlace Group ceasing
to be able to carry on business to the extent conducted at the date
of this announcement under any name under which it presently
carries on business (in any case to an extent which is material in
the context of the Wider WorkPlace Group taken as a whole);
3.4.6 make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, WorkPlace by NewCo void, unenforceable
and/or illegal under the laws of any Relevant Jurisdiction, or
otherwise, directly or indirectly materially prevent or prohibit,
restrict, restrain or delay to a material extent or otherwise
materially delay the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise
materially challenge or require material adverse amendment of the
Offer or the acquisition of any shares or other securities in, or
control or management of, WorkPlace by NewCo;
3.4.7 require, prevent or materially delay a divestiture by
NewCo of any shares or other securities (or the equivalent) in any
member of the Wider WorkPlace Group (in any case to an extent which
is material in the context of the Wider WorkPlace Group, taken as a
whole); or
3.4.8 impose any material limitation on the ability of NewCo or
of any member of the Wider WorkPlace Group to integrate all or any
part of its business with all or any part of the business of NewCo
and/or any other member of the Wider WorkPlace Group (in any case
to an extent which is material in the context of the Wider
WorkPlace Group, taken as a whole),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any Relevant Jurisdiction in respect
of the Offer or the acquisition or proposed acquisition of any
WorkPlace Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.5 save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider WorkPlace Group is a
party or by or to which any such member or any of its assets is or
may be bound or be subject which, as a consequence of the Offer or
the acquisition or the proposed acquisition by NewCo of any shares
or other securities in WorkPlace or because of a change in the
control or management of any member of the Wider WorkPlace Group
would or might reasonably be expected to result in, to an extent in
any such case which is material in the context of the Wider
WorkPlace Group taken as a whole:
3.5.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
Wider WorkPlace Group being or becoming repayable, or capable of
being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or
inhibited;
3.5.2 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 WorkPlace Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
3.5.3 any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider WorkPlace Group being adversely modified or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
3.5.4 any liability of any member of the Wider WorkPlace Group
to make any severance termination, bonus or other payment to any of
its directors, or other officers;
3.5.5 any member of the Wider WorkPlace Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
3.5.6 the financial or trading position of, any member of the
Wider WorkPlace Group being prejudiced or adversely affected;
or
3.5.7 the creation of any liability (actual or contingent) by
any member of the Wider WorkPlace Group other than trade creditors
or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider WorkPlace Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to
in conditions 3.5.1 to 3.5.7 to an extent in any such case which is
material in the context of the Wider WorkPlace Group taken as a
whole;
Certain events occurring since the Announcement Date
3.6 save as Disclosed, no member of the Wider WorkPlace Group
having since the Announcement Date:
3.6.1 issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue, of additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of WorkPlace Shares out of
treasury (except, in each case, where relevant, as between
WorkPlace and wholly owned subsidiaries of WorkPlace or between the
wholly owned subsidiaries of WorkPlace and except for the issue or
transfer out of treasury of WorkPlace Shares on the exercise of
employee share options or vesting of employee share awards in the
ordinary course under the WorkPlace Share Option Schemes);
3.6.2 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
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
WorkPlace to WorkPlace or any of its wholly owned subsidiaries;
3.6.3 other than pursuant to the Offer (and except for
transactions between WorkPlace and its wholly owned subsidiaries or
between the wholly owned subsidiaries of WorkPlace and transactions
in the ordinary course of business) implemented, effected,
authorised or announced its intention to implement, effect or
authorise any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares
or loan capital (or the equivalent thereof) in any undertaking or
undertakings which remains open for acceptance to an extent in any
such case which is material in the context of the Wider WorkPlace
Group taken as a whole;
3.6.4 except for transactions in the ordinary course of business
or between WorkPlace and its wholly owned subsidiaries, disposed
of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material
asset or authorised or announced any intention to do so;
3.6.5 issued, authorised or announced an intention to authorise,
the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or (other
than trade credit incurred in the ordinary course of business)
incurred or increased any indebtedness except as between WorkPlace
and any of its wholly owned subsidiaries or between such
subsidiaries which in any case is material in the context of the
Wider WorkPlace Group taken as a whole;
3.6.6 entered into or varied or authorised or announced its
intention, other than in the ordinary course of business, to enter
into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude to an extent in any such case which is
material in the context of the Wider WorkPlace Group taken as a
whole;
3.6.7 entered into or materially varied the terms of, or made
any offer (which remains open for acceptance) to enter into or
materially vary the terms of any contract, service agreement,
commitment or arrangement with any director of WorkPlace (other
than pursuant to the implementation of the Offer);
3.6.8 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 employee of the
Wider WorkPlace Group (in a manner which is material in the context
of the Wider WorkPlace Group taken as a whole, other than pursuant
to the implementation of the Offer);
3.6.9 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph 3.6.1 above, made any other change to any part of its
share capital (other than pursuant to the implementation of the
Offer);
3.6.10 (other than in respect of claims between WorkPlace and
any wholly owned subsidiaries of WorkPlace) waived, compromised or
settled any claim which is material in the context of the Wider
WorkPlace Group taken as a whole;
3.6.11 terminated or varied the terms of any agreement or
arrangement between any member of the Wider WorkPlace Group and any
other person in a manner which would have a material adverse effect
on the financial position of the Wider WorkPlace Group taken as a
whole;
3.6.12 made any alteration to its articles of association or other incorporation documents;
3.6.13 been unable, or admitted in writing that it is unable to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any material
part of its indebtedness, 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;
3.6.14 taken any corporate action or had any legal proceedings
instituted or threatened in writing against it in relation to its
winding-up (other than in respect of a member of the Wider
WorkPlace Group which is dormant and was solvent at the relevant
time), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed (in any case to an extent which is
material in the context of the Wider WorkPlace Group taken as a
whole);
3.6.15 made, authorised or announced an intention to propose any
change in its loan capital to an extent in any such case which is
material in the context of the Wider WorkPlace Group taken as a
whole (other than pursuant to the implementation of the Offer);
or
3.6.16 entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) to effect any of the transactions, matters or
events referred to in this condition 3.6 which in any such case is
material in the context of the Wider WorkPlace Group as a
whole;
No adverse change, litigation, regulatory enquiry or similar
(save as Disclosed)
3.7 since the Announcement Date and save as Disclosed, there has been:
3.7.1 no adverse change having occurred in the business, assets,
financial or trading position or profits of any member of the Wider
WorkPlace Group which is material in the context of the Wider
WorkPlace Group taken as a whole;
3.7.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against or in respect of, any member of the Wider WorkPlace Group
or to which any member of the Wider WorkPlace Group is or could
reasonably be expected to become a party (whether as claimant,
defendant or otherwise) having been threatened in writing,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider WorkPlace Group, in each case
which might adversely affect any member of the Wider WorkPlace
Group in any way which is material in the context of the Wider
WorkPlace Group taken as a whole;
3.7.3 no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider WorkPlace Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider WorkPlace Group, in each case
which might adversely affect any member of the Wider WorkPlace
Group in any way which is material in the context of the Wider
WorkPlace Group taken as a whole;
3.7.4 no contingent or other liability in respect of any member
of the Wider WorkPlace Group having arisen or increased other than
in the ordinary course of business which is reasonably likely to
materially affect adversely the business, assets, financial or
trading position or profits of any member of the Wider WorkPlace
Group to an extent in any such case which is material in the
context of the Wider WorkPlace Group taken as a whole; and
3.7.5 no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider WorkPlace Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider
WorkPlace Group taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
3.8 save as Disclosed, NewCo not having discovered:
3.8.1 that any financial, business or other information
concerning the Wider WorkPlace Group that is material in the
context of the Offer and that has been publicly announced or
otherwise publicly disclosed prior to the Announcement Date by or
on behalf of any member of the Wider WorkPlace Group is materially
misleading, contains a material misrepresentation of any fact, or
omits to state a fact necessary to make that information not
materially misleading (in any case which has not been corrected and
to an extent which is material in the context of the Wider
WorkPlace Group taken as a whole);
3.8.2 that any member of the Wider WorkPlace Group is, otherwise
than in the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider WorkPlace Group taken as a whole;
3.8.3 that any past or present member of the Wider WorkPlace
Group has not complied in any material respect with all applicable
legislation, regulations of any jurisdiction or any notice or
requirement of any authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance likely to impair the
environment (including property) or harm human health, which
non-compliance would be reasonably likely to give rise to any
material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider WorkPlace Group (in any case to an extent which is material
in the context of the Wider WorkPlace Group taken as a whole);
3.8.4 that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration of
any waste or hazardous substance likely to impair the environment
(including any property) or harm human health which (whether or not
giving rise to any material liability (whether actual or
contingent) on the part of any member of the Wider WorkPlace Group
(in any case to an extent which is material in the context of the
Wider WorkPlace Group taken as a whole); or
3.8.5 that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property currently or previously owned, occupied, operated or
made use of by any past or present member of the Wider WorkPlace
Group under any environmental legislation, common law, regulation,
notice, circular, authorisation or order of any third party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto (in any case
to an extent which is material in the context of the Wider
WorkPlace Group taken as a whole).
Intellectual Property
3.8.6 NewCo not having discovered since the Announcement Date in
relation to any intellectual property owned, used or licensed by
the Wider WorkPlace Group or to any third parties that:
(a) any member of the Wider WorkPlace Group has lost its title
to any intellectual property or any intellectual property owned,
used or licensed by the Wider WorkPlace Group has been revoked,
cancelled or declared invalid;
(b) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider WorkPlace Group has been
terminated or varied; or
(c) any claim has been filed or threatened alleging that any
member of the Wider WorkPlace Group has infringed any intellectual
property rights of any third party or any member of the Wider
WorkPlace Group has been found to have infringed the intellectual
property rights of a third party,
which, in each case, is material in the context of the Wider
WorkPlace Group taken as a whole.
Part B Further Terms of the Offer
The following further terms will apply, unless the context
requires otherwise, to the Offer.
1. Further terms of the Offer
1.1 The Offer will lapse unless the conditions set out above
(other than condition (2) are fulfilled or (if capable of waiver)
waived or, where appropriate, have been determined by NewCo in its
reasonable opinion to be or to remain satisfied no later than
twenty-one days after the later of: (i) 30 December 2011 or; (ii)
the date on which the Offer becomes or is declared unconditional as
to acceptances, or such later date as the Panel may agree. NewCo
shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied, or to treat as fulfilled any
of the further conditions set out at paragraphs 3.2 to 3.8
(inclusive) of Part A of this Appendix I by any date earlier than
the latest date specified above for fulfilment of that
condition.
1.2 NewCo reserves the right to waive, in whole or in part, all
or any of the further conditions set out at paragraphs 3.2 to 3.8
(inclusive) of Part A of this Appendix I by any date earlier than
the latest date specified above for fulfilment of that
condition.
1.3 NewCo shall be under no obligation to waive or treat as
satisfied any of the further conditions set out at paragraphs 3.2
to 3.8 (inclusive) of Part A of this Appendix I by a date earlier
than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any such
conditions may not be capable of fulfilment. If NewCo is required
by the Panel to make an offer for WorkPlace under the provisions of
Rule 9 of the Code, NewCo may make such alterations to the
conditions as are necessary to comply with the provisions of that
Rule.
1.4 Under Rule 13.5 of the Code, NewCo may not invoke a
condition to the Offer so as to cause the Offer not to proceed, to
lapse, or to be withdrawn unless the circumstances which give rise
to the right to invoke the condition are of material significance
to NewCo in the context of the Offer. The acceptance condition
contained in paragraph 2 of Part A of this Appendix I is not
subject to this provision of the Code.
1.5 The Offer will lapse (unless the Panel otherwise consents)
if the Offer or any matter arising from or relating to the Offer is
referred to the UK Competition Commission before 1.00 p.m. on 30
December 2011 or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.
1.6 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.
1.7 If the Offer lapses, the Offer will cease to be capable of
further acceptances and accepting WorkPlace Shareholders and NewCo
shall cease to be bound by acceptances submitted at or before the
time when the Offer so lapses.
1.8 NewCo may, with the agreement of the Independent Directors
and the Panel, elect to implement the acquisition by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. Any such scheme of arrangement will be implemented
on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Offer.
1.9 The Offer Shares will be transferred to NewCo fully paid
with full title guarantee and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other
third party rights or interests and together with all rights
attaching to such Offer Shares, including, without limitation, the
right to receive all dividends and other distributions (if any)
announced, declared, made or paid after the Announcement Date.
1.10 This Offer will be governed by English Law and will be
subject to the jurisdiction of the English courts and the
conditions set out in this announcement and in the Offer
Document.
1.11 The conditions in Part A of this Appendix I and the further
terms set out in Parts B, C and D of this Appendix I and the Form
of Acceptance to be included in the Offer Document apply to the
Offer.
1.12 Unless the context otherwise requires, any reference in
Parts B, C and D of this Appendix I and in the Form of Acceptance
to be included in the Offer Document:
1.12.1 to the Offer includes any revision, variation, renewal or
extension thereof and also (where the context requires) any
election or alternative available in connection with the Offer or
any revision, variation, renewal or extension thereof;
1.12.2 to the Offer being, becoming or being declared
unconditional is to the acceptance Condition and the further
conditions set out in paragraphs 3.1 and 3.2 of this Part A of
Appendix I being, becoming or being declared satisfied, whether or
not any other condition of the Offer remains to be fulfilled;
1.12.3 to the Acceptance Condition is to the condition as to the
acceptances in paragraph (2) of Part A of this Appendix I;
1.12.4 to this announcement and any the Offer Document; and
1.12.5 to an extension of the Offer shall include an extension
of the date by which the acceptance condition is or was to be
satisfied.
APPENDIX II:
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated:
(i) the financial information relating to WorkPlace is extracted
from the audited consolidated financial statements of WorkPlace for
the financial year ended 31 March 2011 or from the interim
statement of WorkPlace for the six months ended 30 September
2011.
(ii) The value of WorkPlace as implied by the Offer Price is
based on the issued ordinary share capital as at 8 December 2011
(the last practicable date prior to the commencement of the Offer
Period) being:
(A) existing issued ordinary share capital of 148,225,909 WorkPlace Shares as per the
confirmation by WorkPlace pursuant to Rule 2.10 of the Code set
out in this
announcement; and
(B) 164,149,447 WorkPlace Shares being the maximum number of ordinary shares that
can be in issue assuming the full exercise of all outstanding
options granted under
the WorkPlace Share Option Schemes.
(iii) The closing mid-market share prices are derived from the
AIM Appendix to the Daily Official List.
(iv) As at 8 December 2011 being the last practicable date prior
to commencement of the Offer Period:
(A) 145,020,363 Eligible Voting Shares were in issue: and
(B) the maximum number of Eligible Voting Shares that can be in issue, assuming no
outstanding options granted under the WorkPlace Share Option
Schemes are
exercised, is 148,793,901.
APPENDIX III:
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise:
AIM the AIM market of the London Stock Exchange
Announcement this announcement published on the Announcement
Date
Announcement Date 9 December 2011
associated undertaking has the meaning given to the term "associated
bodies corporate" by section 256 of the Companies
Act 2006
business day any day not being a public holiday, Saturday or
Sunday, on which banks are normally open for business
in the City of London
Cancellation the cancellation of admission of the WorkPlace
Shares to trading on AIM
certified or in a share or other security which is not in uncertificated
certificated form form (that is, not in CREST)
Closing Price the closing middle market quotation of a WorkPlace
Share as derived from the Daily Official List
published by the London Stock Exchange
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006 (as amended)
2006
Competing Offer (a) a proposed offer, merger, acquisition, scheme
of arrangement, recapitalisation or other business
combination which, if accepted in full, would
result in the offeror holding shares carrying
over 50 per cent. of the voting rights of WorkPlace
and which is made by or on behalf of a party which
is not acting in concert with NewCo;
(b) an offer, proposal or approach from any party
to acquire all or a substantial part or value
of the assets of WorkPlace; or
(c) an offer, proposal or approach from any party
with a view to undertaking a transaction which
would be conditional on NewCo no longer proceeding
with the Offer
conditions the conditions and further terms to the Offer
set out in Part A and Part B of Appendix I to
this announcement
Continuing Directors Ian Mills (Design Director) and Nigel Garrett
(Sales Director)
CREST the relevant system (as defined in the Regulations)
in respect of which Euroclear is the Operator
(as defined in the Regulations)
Daily Official the AIM Appendix of the Daily Official List of
List the London Stock Exchange
dealing day any day on which the London Stock Exchange is
open for business in the trading of securities
admitted to AIM
Eligible Voting those WorkPlace Shares that are in issue at the
Shares date of this announcement and are eligible to
vote on the Ordinary Resolution at the General
Meeting
Fairfax Fairfax I.S. PLC
Financial Statements the audited annual consolidated financial statements
of WorkPlace in respect of the financial year
ended 31 March 2011
First Closing 30 December 2011
Date
Form of Acceptance the form of acceptance and authority relating
to the Offer which will accompany the Offer Document
FSA the Financial Services Authority
General Meeting the general meeting of WorkPlace (or any adjournment
thereof) to be convened pursuant to Rule 16 of
the Code at which the Ordinary Resolution will
be proposed
HMRC HM Revenue and Customs
Independent Directors the independent directors of WorkPlace, being
Ian Lenagan (Chairman) and John Herring (Non-executive
Director)
Independent WorkPlace the holders of WorkPlace Shares, other than Management
Shareholders Shares
Lloyds Banking Lloyds Banking Group plc, a public limited company
Group registered in Scotland under number SC095000
Lloyds TSB Bank Lloyds TSB Bank plc, a public limited company
plc registered in England under number 00002065
London Stock Exchange London Stock Exchange plc, together with any successors
thereto
Management Offers the offers being made to the Management Team to
sell their Roll-over Shares in consideration for
a mixture of NewCo B Ordinary Shares and NewCo
Loan Notes pursuant to the terms of the Share
Exchange Deed
Management Offer the Management Shares as at the close of business
Shares on 8 December 2011 (being the latest practicable
date prior to the publication of this document),
save for the Roll-over Shares which are to be
sold to NewCo pursuant to the terms of the Share
Exchange Deed
Management Shares all WorkPlace Shares held by the Management Team,
being the 15,355,546 WorkPlace Shares currently
held in the WorkPlace Issued Share Capital or
intended to be held by the Management Team (or
their connected persons) as a result of issues
made to them pursuant to the WorkPlace Share Option
Schemes
Management Team Bernard Quinn (Chief Executive), Paul Wright (Chief
Financial Officer), Alex Davis (Chief Technology
Officer) and Anthony Knight (Client Services Director)
Mazars Mazars Corporate Finance Limited, the financial
and Rule 3 adviser to WorkPlace
NewCo Wasp Management Software Limited, a private limited
company registered in England and Wales under
number 7745721
NewCo 'A' Loan a series of 'A' secured loan notes 2017 in the
Notes loan capital of NewCo
NewCo 'B' Loan a series of 'B' secured loan notes 2017 in the
Notes loan capital of NewCo
NewCo Directors the directors of NewCo referred to in paragraph
2.3 of Appendix IV and "NewCo Director" means
any one of them
NewCo Group NewCo and its subsidiary undertakings and parent
undertakings, and any other subsidiary of its
parent undertakings, in each case from time to
time
NewCo Loan Notes the NewCo 'A' Loan Notes and the NewCo 'B' Loan
Notes
NewCo A Ordinary the A1 and A2 ordinary shares in the capital of
Shares Newco
NewCo A1 Ordinary the ordinary shares of GBP0.20 each in the capital
Shares of NewCo
NewCo A2 Ordinary the ordinary shares of GBP0.20 each in the capital
Shares of NewCo
NewCo B Ordinary the ordinary shares of GBP1.00 each in the capital
Shares of NewCo
NewCo C Ordinary the unissued ordinary shares of GBP1.00 each in
Shares the capital of NewCo
NewCo Ordinary the A1, A2, B and C ordinary shares in the capital
Shares of NewCo
Offer the recommended cash offer, to acquire at the
Offer Price all of the Offer Shares, to be made
by NewCo on the terms and conditions set out in
this announcement and to be set out in the Offer
Document and the Form of Acceptance and including,
where the context admits, any subsequent revision,
variation, extension or renewal of such offer
Offer Document the document to be posted to WorkPlace Shareholders
containing the formal terms and conditions of
the Offer
Offer Period the period beginning on and including 9 December
2011 and ending on the latest of (i) 1.00 pm (London
time) on 30 December 2011; and (ii) the time and
date on which the Offer becomes unconditional
as to acceptances or lapses or is withdrawn
Offer Price 25 pence per Offer Share
Offer Shares all of the WorkPlace Shares, but excluding the
Roll-over Shares
Ordinary Resolution the ordinary resolution to be proposed to the
Independent WorkPlace Shareholders at the General
Meeting (or any adjournment thereof) in accordance
with the requirements of the Code to approve on
a poll the arrangements between NewCo and the
Management Team
Overseas Shareholders WorkPlace Shareholders who are resident in, or
nationals or citizens of, jurisdictions outside
the UK or who are nominees of, or custodians,
or trustees for, WorkPlace Shareholders who are
citizens, residents or nationals of countries
other than the UK
Panel the Panel on Takeovers and Mergers
parent undertaking has the meaning given to it by section 1162 of
the Companies Act 2006
Public Announcement any public announcement by WorkPlace to any Regulatory
Information Service
Registrars Capita Registrars Limited, WorkPlace's registrar
Regulations the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) (as amended)
Regulatory Information any of the services set out in Appendix 3 to the
Service Listing Rules published by the United Kingdom
Listing Authority
Restricted Jurisdiction the United States, Canada, Australia, and Japan
and any other jurisdiction where local laws or
regulations may result in a significant risk of
civil, regulatory or criminal exposure for NewCo
or WorkPlace if information or documentation concerning
the Offer is sent or made available to Shareholders
in that jurisdiction
Roll-over Shares the Management Shares which are to be sold to
NewCo pursuant to the terms of the Share Exchange
Deed
Share Exchange the Share Exchange Deed dated 8 December 2011,
Deed pursuant to which NewCo has agreed, conditional
on the Offer being declared unconditional, to
acquire the Roll-over Shares
Shareholders or the registered holders of WorkPlace Shares from
WorkPlace Shareholders time to time
significant interest in relation to an undertaking, an interest, direct
or indirect, in 10 per cent. or more of the equity
share capital (as defined in section 548 of the
Companies Act 2006) of such undertaking
SNR Denton SNR Denton UK LLP
Subscription and a subscription and shareholders agreement in respect
Shareholders Agreement of NewCo, dated 8 December 2011, pursuant to which
LDC will, conditional on the Offer being declared
unconditional, subscribe for shares and/or loan
notes in NewCo and Anthony Knight will subscribe
for certain NewCo Loan Notes
Subsidiary, subsidiary have the meanings given by sections 1159, 1161
undertaking and and 1162 of the Companies Act 2006
undertaking
Torch Partners Torch Partners Corporate Finance Limited
uncertificated recorded on the relevant register of the share
or in uncertificated or security concerned as being held in uncertificated
form form and title to which, by virtue of the Regulations
may be transferred by means of CREST
United Kingdom the United Kingdom of Great Britain and Northern
or UK Ireland
United States the United States of America, its territories
or US and possessions, any state of the United States
of America, the District of Columbia and all areas
subject to its jurisdiction or any political sub-division
thereof
US Holder holders of WorkPlace Shares ordinarily resident
in the US or with a registered address in the
US, and any custodian, nominee or trustee holding
WorkPlace Shares for persons in the US or with
a registered address in the US
Wider WorkPlace WorkPlace and its subsidiaries and subsidiary
Group undertakings, associated undertakings (including
any joint venture, partnership, firm or company
in which any member of the WorkPlace Group is
interested) or any other undertaking in which
WorkPlace and/or such undertakings (aggregating
their interests) have a significant interest
WorkPlace or the WorkPlace, a public limited company registered
Company in England and Wales under number 3966381
WorkPlace Board the board of directors of WorkPlace
WorkPlace Directors the directors of WorkPlace and each a "WorkPlace
Director"
WorkPlace Group WorkPlace and its subsidiary undertakings and
parent undertakings, and any other subsidiary
of its parent undertakings, in each case from
time to time
WorkPlace Issued the 148,225,909 WorkPlace Shares in issue at the
Share Capital date of this announcement
WorkPlace Options the options granted under or pursuant to the WorkPlace
Share Option Schemes
WorkPlace Share the WorkPlace Approved Share Option Scheme, the
Option Schemes WorkPlace Unapproved Share Option Scheme, the
WorkPlace Enterprise Management Incentive Scheme
and the WorkPlace Savings-Related Share Option
Scheme
WorkPlace Shares the existing unconditionally allotted or issued
and fully paid (or credited as fully paid) ordinary
shares of 5 pence each in WorkPlace and any further
such shares which are unconditionally allotted
or issued fully paid (or credited as fully paid)
in each case prior to the time at which the Offer
ceases to be open for acceptance (or such earlier
time, as NewCo may, with the Panel's consent or
in accordance with the Code, decide), including
shares unconditionally allotted or issued pursuant
to the exercise of options under the WorkPlace
Share Option Schemes or otherwise
In this announcement:
-- all references to "pounds", "GBP" "p" "pence" or "penny" are
to the lawful currency of the United Kingdom;
-- the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or
neutral gender;
-- all references to legislation are to English legislation,
unless the contrary is indicated, and any reference to any
provision of any legislation includes any amendment, modification,
re--enactment or extension thereof; and
-- references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBLLFVRFELAIIL
Workplace Systems (LSE:WSI)
Historical Stock Chart
From May 2024 to Jun 2024
Workplace Systems (LSE:WSI)
Historical Stock Chart
From Jun 2023 to Jun 2024
