RNS Number:5640C
Brunel Holdings PLC
16 October 2002
For immediate release
Not for release, publication or distribution in or into the United States of
America, Canada or Japan
16 October 2002
PART 1
Recommended Merger
of Guinness Peat Group plc ("GPG") and Brunel Holdings plc ("Brunel")
Demerger from Brunel of the Legg Group into a newly incorporated company,
Dickinson Legg Group plc ("DLG")
Admission of DLG to AIM
Summary
* The boards of GPG and Brunel have reached agreement on the terms of a
recommended merger of the two companies under the name of Guinness Peat Group
plc.
* The Merger is to be implemented by way of a scheme of arrangement whereby
GPG Shareholders will receive one New Brunel Share for each GPG Share held. GPG
Shareholders will, on completion of the Merger, hold approximately 98.6 per
cent. of the issued share capital of Brunel. Of the remaining 1.4 per cent.,
approximately 0.9 per cent. will be held by Brunel Shareholders and
approximately 0.5 per cent. within the DLG Group.
* The Merger will enable the shareholders of both companies to obtain the
enhanced value of GPG's ongoing activities being conducted through a more tax
efficient and flexible structure in the UK.
* The Merger is part of the Brunel Reorganisation which also includes the
demerger of the Legg Group, comprising the main trading businesses of Brunel,
being Dickinson Legg and Spooner, into an independent company, DLG, whose shares
are to be admitted to trading on AIM.
* The Merger is subject to a number of conditions, including the approval of
both GPG Shareholders and Brunel Shareholders, completion of the Demerger and
the sanction of the Court. The Scheme is expected to become effective in
mid-December 2002.
* The Brunel Reorganisation is also expected to complete in mid-December 2002.
On completion of the Brunel Reorganisation, Brunel Shareholders will hold shares
in the Enlarged Group, whose shares will be listed on the Official List (and
listed in Australia and New Zealand) and in DLG whose shares will be traded on
AIM.
* Following the Scheme becoming effective, the then current directors of
Brunel will resign and the current directors of GPG will become the directors of
Brunel.
* Brunel also announces this morning its preliminary results for the year
ended 30 June 2002 which show turnover of #60.1 million (2001: #70.1 million)
and a profit before exceptionals and taxation of #5.9 million (2001: #1.3
million). Details of the preliminary results are set out in a further
announcement to be released shortly.
Commenting on today's Merger announcement Barry Stevenson, Chairman of Brunel,
said:
"We believe that there are substantial opportunities for developing Dickinson
Legg and Spooner but that these opportunities would be better exploited by
demerging both subsidiaries into an independent company. Additionally,
shareholders will benefit from their participation in the new GPG group whose
activities will be conducted in the future with the benefit of a more tax and
administratively efficient structure."
Sir Ron Brierley, Chairman of GPG, said:
"The implications of the merger for GPG Shareholders are expected to be
negligible in the short term but the longer term benefits should be
considerable."
This summary should be read in conjunction with the full text of the
announcement.
Press enquiries:
Brunel Holdings plc Barry Stevenson 020 7466 5000 (today)
or
01249 656 263
(thereafter)
Guinness Peat Group plc Blake Nixon 020 7484 3370
Baird Shaun Dobson 020 7488 1212
(financial adviser and sponsor to Brunel) David Silver
Deloitte & Touche Corporate Finance Robin Binks 020 7936 3000
(financial adviser to GPG)
The directors of Brunel accept responsibility for the information contained in
this announcement other than information relating to the GPG Group, the
directors of GPG, their immediate families and persons connected with the
directors of GPG. To the best of the knowledge and belief of the directors of
Brunel (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The directors of GPG accept responsibility for the information contained in this
announcement other than the information relating to the Brunel Group, the
directors of Brunel and their immediate families, related trusts and controlled
companies. To the best of the knowledge and belief of the directors of GPG (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This announcement has been approved by Baird solely for the purposes of Section
21 of the Financial Services and Markets Act 2000. It does not constitute an
offer or invitation to purchase any securities.
Baird, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Brunel and DLG in relation to the Merger
and Demerger. Baird will not be responsible to anyone other than Brunel or DLG
for providing the protections afforded to customers of Baird nor for providing
advice in relation to the Brunel Reorganisation.
Deloitte & Touche Corporate Finance is acting for GPG in connection with the
Merger and no-one else and will not be responsible to anyone other than GPG for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Merger. Deloitte & Touche
Corporate Finance is a division of Deloitte & Touche which is authorised by the
Financial Services Authority in respect of regulated activities.
The Panel wishes to draw the attention of member firms of the ASX and the NZSE
to certain UK dealing disclosure requirements in respect of relevant securities
during an offer period. An offer period is deemed to commence today due to the
announcement of the proposed recommended Merger of GPG and Brunel. Brunel and
GPG have equity securities (and in the case of GPG, debt securities) traded on
the London Stock Exchange. GPG also has debt and equity securities listed on
the New Zealand and Australian Stock Exchanges. Relevant securities, for the
purposes of Rule 8.3 of the Code, therefore include GPG Shares and instruments
convertible into GPG Shares (including the CLN's and Capital Notes) and (by
virtue of Brunel agreeing to offer New Brunel Shares as a form of consideration
under the Scheme) Brunel Shares and instruments convertible into Brunel Shares.
The disclosure requirements referred to below are set out in more detail in Rule
8 of the Code. In particular Rule 8.3 requires public disclosure of dealings
during an offer period by persons who own or control, or who would as a result
of any transaction own or control, 1 per cent. or more of any class of relevant
securities.
Therefore the obligation for disclosure during the offer period commences with
the issue of this announcement and will conclude on the date that the Scheme is
implemented, which is currently expected to be in mid-December 2002, or the date
that the Merger Agreement is terminated.
Disclosure should be made on an appropriate form no later than 12 noon on the
business day following the date of the dealing transaction. These disclosures
should be made via a regulatory information service such as RNS of the London
Stock Exchange by fax (fax number +44 (0) 20 7588 6057) or by electronic
delivery on the appropriate form with a copy sent to the Panel (fax number: +44
(0) 20 7256 9386, e-mail: monitoring@disclosure.org.uk).
Copies of this announcement are not being and must not be, mailed or otherwise
distributed or sent in, or into, the United States of America, Canada or Japan
and persons receiving this announcement (including custodians, nominees and
trustees) must not distribute or send it into or from the United States of
America, Canada or Japan.
The full text of the conditions to the Scheme and reference to certain further
terms of the Merger are set out in Appendices 1 and 2 and form part of this
announcement.
Appendix 4 to this announcement contains definitions of the terms used in this
announcement.
PART 2
Not for release, distribution or publication in or into the United States of
America, Canada or Japan
16 October 2002
Recommended Merger
of Guinness Peat Group plc ("GPG") and Brunel Holdings plc ("Brunel")
Demerger from Brunel of the Legg Group into a newly incorporated company,
Dickinson Legg Group plc ("DLG")
Admission of DLG to AIM
1. Introduction
The boards of GPG and Brunel have reached agreement on the terms of a
recommended merger of the two companies under the name of Guinness Peat Group
plc. The Merger is to be implemented by way of a scheme of arrangement whereby
GPG Shareholders will receive one New Brunel Share for each GPG Share held. GPG
Shareholders will, on completion of the Merger, hold approximately 98.6 per
cent. of the issued share capital of Brunel. Of the remaining 1.4 per cent.,
approximately 0.9 per cent. will be held by Brunel Shareholders and
approximately 0.5 per cent. within the DLG Group.
The Merger will enable the shareholders of both companies to obtain the enhanced
value of GPG's ongoing activities being conducted through Brunel's existing tax
and administrative structure.
The Merger is part of the Brunel Reorganisation which also includes the demerger
of the Legg Group, comprising the main trading businesses of Brunel, being
Dickinson Legg and Spooner, into an independent company, DLG, whose shares are
to be admitted to trading on AIM.
There are four principal steps to the Brunel Reorganisation:
(i) the Demerger of the Legg Group, comprising the core trading
subsidiaries of the Brunel Group, to DLG by means of a return of capital to
Qualifying Brunel Shareholders;
(ii) a further reduction of Brunel's share capital in order to reduce
substantially Brunel's historic accumulated profit and loss account deficit;
(iii) the Brunel Share Consolidation, with the effect that, immediately prior
to the Merger becoming effective, the net assets per 5p Brunel Share will be the
same as the net assets per GPG Share, in each case as agreed for this purpose as
at 27 September 2002 by the boards of Brunel and GPG on the basis of the fully
diluted share capital of each company; and
(iv) the Merger of Brunel and GPG by way of the Scheme.
2. The Merger Proposal
It is proposed that the Merger will be effected by means of a scheme of
arrangement of GPG under Section 425 of the Act. The Merger is conditional upon,
inter alia, completion of the demerger by Brunel of certain of its subsidiaries
which hold substantially all of its trading businesses and upon the approval of
Brunel Shareholders at the Brunel EGM. The Merger is also conditional upon the
GPG Shareholders approving the Scheme at meetings convened by the Court and at
the GPG EGM, and upon the sanction of both the Scheme and the Brunel Reduction
of Capital by the Court itself. The Merger is governed by the Merger Agreement
further details of which are set out in Appendix 2.
Brunel has received letters of intent and irrevocable undertakings from certain
Brunel Shareholders in respect of a total of 10,516,517 Brunel Shares
(representing approximately 29.7 per cent. of the current issued share capital
of Brunel) to vote in favour of the Brunel Resolutions at the Brunel EGM. The
Merger has the unanimous support of the directors of GPG and Brunel.
Following completion of the Merger, it is proposed that Brunel Shares will be
listed on the Official List, on the Australian Stock Exchange and on the New
Zealand Stock Exchange.
The calculations set out in this announcement are based on the assumptions set
out in paragraph 19 of this announcement, unless otherwise stated.
3. Background to and Reasons for the Merger
GPG is an investment company which invests primarily in the United Kingdom, New
Zealand and Australia. When the current management assumed office in 1990, GPG
had available losses for UK tax purposes of in excess of #90 million. GPG has
subsequently realised significant gains with the result that it has exhausted
the benefit of the UK losses.
Between 31 December 1992 and 31 December 2001, GPG's reported net asset value
per share has increased by a compound growth rate of some 19.3 per cent. per
annum. In order for it to continue this record of success for its shareholders,
the directors of GPG believe that it is essential that the GPG Group should
operate with a tax efficient and flexible structure, having regard to its
geographic diversity and its UK incorporation.
For a number of years the directors of Brunel had to deal with historic issues
which have resulted in the Brunel Group lacking profitability and being heavily
over-indebted. The Brunel Group therefore carried out a series of disposals
which has resulted in the existing Brunel Group now comprising two main trading
companies. The Brunel Group also comprises large accumulated losses and a number
of assets and liabilities, such as mineral rights and property leases, which
have no relevance to the Brunel Group's main operations.
An exchange of shares as envisaged under the Scheme, whereby Brunel will
effectively become the ''new'' GPG, is considered to be the most effective
manner of implementing the Merger. The directors of GPG, after having considered
a number of alternatives, strongly believe that this is the most suitable course
to provide GPG with an appropriate tax and administrative base in the UK.
Shareholders of both Brunel and GPG will be able, through their shareholdings in
the Enlarged Group, to obtain the enhanced value of GPG's ongoing activities
being conducted through Brunel's existing structure.
In addition, Qualifying Brunel Shareholders will, through their shareholding in
DLG, continue to maintain an interest in the main trading businesses of Brunel
that are being demerged.
4. Details of the Scheme
Following the Brunel Share Consolidation set out below the net assets per 5p
Brunel Share will be equal to the net assets per GPG Share in each case as
agreed for this purpose as at 27 September 2002 by the boards of both Brunel and
GPG on the basis of the fully diluted share capital of each company.
The purpose of the Scheme is to facilitate Brunel becoming the owner of the
entire issued share capital of GPG. This is to be achieved by the following
steps:
(i) the GPG Shares held by GPG Shareholders, registered on the UK register and
the Australian branch register at 5.30 p.m. on the Business Day immediately
preceding the Hearing Date, will be cancelled and an equal number of new GPG
Shares will be issued to Brunel; and
(ii) the GPG Shares held by GPG Shareholders, registered on the New Zealand
branch register at 5.30 p.m. on the Business Day immediately preceding the
Hearing Date, will be transferred to Brunel;
and in consideration for such cancellation or transfer, as the case may be, New
Brunel Shares will be issued to GPG Shareholders in each case on the basis of:
for each GPG Share one New Brunel Share
GPG Shareholders will, on completion of the Merger, hold approximately 98.6 per
cent. of the issued share capital of Brunel. Of the remaining 1.4 per cent.,
approximately 0.9 per cent. will continue to be held by the existing Brunel
Shareholders. The remaining 0.5 per cent. will be held within the DLG Group
following an issue of 3.125 million New Brunel Shares to the DLG Group in
satisfaction of a loan of #1.5 million which, immediately prior to the Effective
Time, will be owing by Brunel to Spooner.
The New Brunel Shares will be issued credited as fully paid and will rank pari
passu with all other Brunel Shares in issue as at the Effective Date
(immediately following the Brunel Share Consolidation) and shall have the right
to receive all dividends, distributions and other entitlements made or paid or
declared thereon on or after the Effective Date (other than any distribution
made on the Effective Date under the terms of the Demerger).
It is proposed that pursuant to the Scheme, all of the existing issued share
capital of GPG will on the Effective Date either be cancelled (with new shares
in GPG issued to Brunel) or transferred to Brunel. As a result, GPG will become
a wholly owned subsidiary of Brunel. Subject to the approval of Brunel
Shareholders at the Brunel EGM, Brunel will change its name to Guinness Peat
Group plc on the Merger becoming effective. GPG will at the same time change its
name to GPG (UK) Holdings plc.
It should be noted that the Court will not be asked to sanction the Scheme until
after the relevant conditions have been satisfied or, if permitted, waived. The
Scheme will not become effective unless all the conditions of the Scheme have
been satisfied or, if permitted, waived by the close of business on 31 December
2002, or such later date as GPG and Brunel may agree and the Court may approve.
The Scheme will require the approval of GPG Shareholders at the Court Meeting
expected to be held in mid-November 2002. The implementation of the Scheme will
also require the passing by GPG Shareholders of a special resolution to be
proposed at the GPG EGM to be held immediately after the Court Meeting. The
Scheme will become effective upon the registration of the GPG Court Order by the
Registrar of Companies which, subject to the sanction of the Scheme by the
Court, is expected to occur in mid-December 2002.
As noted above, prior to the Merger, Brunel will undertake a series of
transactions to reorganise its operational and share capital structure in
preparation for the Merger. Further information on these steps is set out
below.
5. The Demerger
The Demerger will involve the separation of the Legg Group from the Brunel
Group. The Demerger is to be effected by means of a return of capital under
Section 135 of the Act of an amount equal to #24.5 million which represents, in
the opinion of the directors of Brunel, the aggregate of the estimated market
value of the Legg Group and the #1.5 million loan owed by Brunel to Spooner
referred to above.
In order to enable the return of capital to be made the following preliminary
actions will be implemented:
(i) the Brunel Bonus Issue will be made to Qualifying Brunel Shareholders on
the basis of three Brunel Shares for every Brunel Share held on the Demerger
Record Date; and
(ii) the Brunel Intermediate Share Consolidation will be effected pursuant to
which every four Brunel Shares of 20p each will be consolidated into one Brunel
Share of 80p.
There will then be a return of capital to Brunel Shareholders by means of the
Brunel Reduction of Capital.
The return of capital will be satisfied by an issue by DLG of DLG Shares to
Qualifying Brunel Shareholders in consideration of the transfer of the Legg
Group from Brunel to DLG on the following basis:
for each Qualifying Brunel Share one DLG Share, credited as fully paid
Each of the Brunel Bonus Issue, the Brunel Intermediate Share Consolidation and
the Brunel Reduction of Capital require the approval of Brunel Shareholders,
which will be sought at the Brunel EGM which is expected to be held in
mid-November 2002.
The Demerger also requires the approval of Brunel Shareholders as a Class 1
transaction under the Listing Rules, which approval is also to be sought at the
Brunel EGM. In conjunction with the Demerger, application will be made for the
entire issued share capital of DLG to be admitted to trading on AIM.
Following the Demerger and the Merger, Qualifying Brunel Shareholders will
therefore continue to hold shares in Brunel in addition to holding shares in a
new AIM listed company, DLG.
Subject to the Court confirming the Brunel Reduction of Capital, it is expected
that the Demerger will become effective on the Effective Date and that dealings
in the DLG shares will begin in mid-December 2002.
6. Reasons for the Demerger
The directors of Brunel believe that there are substantial opportunities for
developing the Legg Group but that these opportunities would be better exploited
by demerging the Legg Group into an independent company.
Demerging the Legg Group from the Brunel Group in accordance with the Brunel
Reorganisation will, in the opinion of the directors of Brunel, allow DLG to:
(i) focus on the design, manufacture and installation of processing
machinery and related services without those existing assets and liabilities
which are irrelevant to its operations;
(ii) secure additional financial resources by the issue of 3.125 million New
Brunel Shares to Spooner;
(iii) increase its flexibility to finance growth and make acquisitions
through the issue of its own securities;
(iv) enhance the prospects for paying dividends to shareholders in the
future;
(v) implement appropriate share incentives to recruit and retain key
personnel; and
(vi) improve the visibility of its own earnings and prospects.
The Brunel Group has a pension scheme, which due to the current size of the
Brunel Group, now has assets and liabilities which are disproportionately large
in comparison to its current size and earning power. Following the Demerger, the
Brunel Pension Scheme will remain with the Enlarged Group.
Following completion of the Brunel Reorganisation, it is not expected that any
trading will take place between the Enlarged Group and DLG. In the event that
any trading does take place, it will be conducted on an arm's length commercial
basis.
7. Brunel Deficit Reduction
The Brunel Reduction of Capital will also involve the cancellation by Brunel of
the balance (following the Brunel Bonus Issue) of approximately #42.6 million
standing to the credit of its share premium account, approximately #11.2 million
standing to the credit of paid up deferred share capital and approximately #4.3
million currently standing to the credit of Brunel's paid up ordinary share
capital. These steps are required in order to reduce the historic accumulated
deficit on Brunel's profit and loss account from approximately #(59.5) million
to approximately #(1.3) million. Each step of the Brunel Reduction of Capital
will require the approval of the Brunel Shareholders at the Brunel EGM and the
sanction of the Court.
8. Brunel Share Consolidation
The boards of Brunel and GPG have agreed for the purposes of the Merger that the
net asset value of the Residual Brunel Group (which for these purposes excludes
the value of the New Brunel Shares to be issued to Spooner referred to above)
represented by each 20p Brunel Share on a fully diluted basis, was approximately
9.25p and that the net asset value of GPG represented by each GPG Share on a
fully diluted basis was approximately 62.66p, in each case as at 27 September
2002.
Following completion of the Demerger and immediately prior to completion of the
Merger, the Brunel Share Consolidation is to be effected so that the agreed net
asset value of the Residual Brunel Group represented by each Brunel Share is
approximately 62.66p which equates to the agreed net asset value represented by
each GPG Share, each as at 27 September 2002 on a fully diluted basis.
Therefore, following the Merger becoming effective and after taking account of
the value of the New Brunel Shares to be issued to Spooner as referred to above,
Qualifying Brunel Shareholders would hold a proportion of the Enlarged Group
which broadly reflects the proportion of the value of the Enlarged Group's net
assets agreed by the boards of both Brunel and GPG to be attributed to the net
assets of the Residual Brunel Group.
The Brunel Share Consolidation will be effected by the consolidation of
approximately 36.4 million Brunel Shares in issue immediately following the
Demerger and the Brunel Reduction of Capital into approximately 5.4 million
Brunel Shares of 5p each, on the basis of approximately 6.8 Brunel Shares into
one Brunel Share of 5p.
Following the Brunel Reorganisation, there will be approximately 621.9 million
Brunel Shares in issue of which approximately 5.4 million will be held by
existing Brunel Shareholders, 3.125 million by Spooner and approximately 613.4
million by GPG Shareholders.
9. Irrevocable Undertakings and Letters of Intent
Those directors of Brunel who hold Brunel Shares have given, or will give prior
to posting of the Brunel Circular, irrevocable undertakings, in relation to
their entire shareholdings in Brunel of 66,517 Brunel Shares (representing
approximately 0.19 per cent. of the current issued share capital of Brunel), to
vote in favour of the Brunel Reorganisation at the Brunel EGM.
In addition, Brunel has received letters of intent from certain Brunel
Shareholders, in respect of 10,450,000 Brunel Shares (representing approximately
29.52 per cent. of the current issued share capital of Brunel), to vote in
favour of the Brunel Resolutions at the Brunel EGM.
10. Break Fee
The Merger Agreement provides that, if the Merger is not consummated as a result
of the GPG Shareholders not passing the GPG Resolutions, a break fee of #1.65
million is payable by GPG to Brunel. If the Merger is not consummated for any
other reason, a break fee of #0.5 million is payable by GPG to Brunel. No break
fee is payable by Brunel.
11. Information on GPG
GPG is an investment company with a diversified range of strategic interests in
a number of businesses, mainly located in the United Kingdom and Australasia.
GPG is listed on the London, New Zealand and Australian stock exchanges.
GPG makes selective investments, predominantly in public companies, for the
purpose of enhancing and realising additional value by means of the appropriate
levels of shareholder influence and control. This could involve the
restructuring of the financing or management of the companies in which GPG
invests. GPG's role may also encompass initiating and facilitating mergers
within the relevant industry to achieve constructive rationalisation. In general
this active involvement is outside the traditional scope of most institutional
investors.
GPG has an excellent track record of successful growth. A key indicator of its
success is that its shareholders' funds have grown from some #49 million in 1992
to #320.1 million (restated) as at 31 December 2001. Between 31 December 1992
and 31 December 2001, GPG's reported net asset value (''NAV'') per share has
grown at a compound rate of some 19.3 per cent per annum. During this period,
GPG's NAV/share growth compares favourably with the capital growth rates of the
FTSE, ASX and NZSE total return indices, in particular being approximately twice
that of the FTSE 100 Index.
GPG's principal investments are currently Coats Plc, Staveley Industries plc, De
Vere Group Plc, Joe White Maltings Ltd, Capral Aluminium Ltd, ENZA Ltd and
Staveley Inc.
In the year ended 31 December 2001, the GPG Group reported profit before
taxation of #55.9 million (2000: #21.0 million (restated)).
12. Information on Brunel
Brunel comprises a group of companies operating globally in process equipment
covering a variety of industries, being the production of primary tobacco
processing equipment and of drying systems for the paper, film, foil, metal and
other industries.
The Brunel Group's principal operating companies within its overall sphere of
activity are Dickinson Legg and Spooner. These subsidiaries, along with the rest
of the Legg Group, will leave the Brunel Group pursuant to the Demerger.
Those companies which are members of the Brunel Group which do not form part of
the Legg Group will remain subsidiaries of Brunel as part of the Enlarged Group.
These primarily comprise property management companies, mineral rights companies
and a number of dormant subsidiaries. None of the existing trading businesses of
Brunel currently forming a part of the core business of Brunel will form part of
the Enlarged Group.
13. Board of Directors and Employees
Upon the Scheme becoming effective, the then current board of directors of
Brunel will all resign and the current board of directors of GPG will be
appointed in their place. Following implementation of the Scheme, the rights of
all GPG Group employees, including pension rights, will be fully safeguarded.
The Proposed Directors will continue to be engaged pursuant to their existing
service contracts with GPG, details of which are set out in Appendix 3 to this
announcement.
14. Dividend Policy and Financial Year End
It is expected that following the Merger becoming effective Brunel will adopt a
31 December year end, the same as that of GPG. The dividend policy of Brunel
will follow the existing dividend policy of GPG. In the financial year ended 31
December 2000, GPG paid a dividend to shareholders, as adjusted for the
capitalisation issue undertaken by GPG in 2001, of 0.91p per GPG Share. In the
financial year ended 31 December 2001, GPG paid a dividend to shareholders of 1p
per GPG Share. In the absence of any unforeseen circumstances, it is intended
that the Enlarged Group will pay a dividend of 1p per Brunel Share in respect of
the 2002 financial year.
15. GPG Convertible Loan Notes, Capital Notes and Share Options
Convertible Loan Notes
On 2 June 2000, GPG issued pursuant to the CLN Trust Deed 38,625,036 8 per cent.
per annum Convertible Subordinated Unsecured Loan Notes of 50 pence each due
2005.
It is proposed that, in conjunction with the Scheme and in order to comply with
the terms of the Code and the CLN Trust Deed, CLN Holders will have appropriate
proposals made to them including Step-up Rights.
GPG is able to undertake the Merger without reference to the CLN Holders or the
CLN Trustee as the CLN Trust Deed expressly contemplates the situation where GPG
is the subject of acquisition by way of a scheme of arrangement. As a
consequence, the Merger will not be conditional on the CLN Holders accepting the
proposals to be made to them.
Details of the proposals will be posted separately to CLN Holders.
Capital Notes
Between 2 August 2001 and 11 September 2001, the GPG Group raised through its
subsidiary, GPG Finance Ltd., NZ$250 million by the issue in New Zealand of the
Capital Notes.
It is proposed that, in conjunction with the Scheme and in order to comply with
the terms of the Code and the Capital Note Trust Deed, Capital Note Holders will
have appropriate proposals made to them including Step-up Rights.
GPG is able to undertake the Merger without reference to the Capital Note
Holders or the Capital Note Trustee as the Capital Note Trust Deed expressly
contemplates a capital restructuring by way of a scheme of arrangement of the
type represented by the Merger. As a consequence, the Merger will not be
conditional on the Capital Note Holders accepting the proposals to be made to
them.
Details of the proposals will be posted separately to Capital Note Holders.
Share Option Schemes
All GPG Shares issued on the exercise of currently exercisable options after the
Voting Record Time but before 5.30 p.m. on the Business Day immediately
preceding the Hearing Date will be subject to the Scheme, but the Scheme will
not extend to GPG Shares issued after this time.
GPG option holders will be given the opportunity:
(i) to exercise their options in accordance with their terms
with effect from the Court sanctioning the Scheme with the resulting GPG Shares
being subject to the Step-up Rights; or
(ii) to release their existing options in consideration of the
grant of new options over Brunel Shares of equivalent value but otherwise on
identical terms.
GPG option holders will receive letters setting out arrangements in respect of
their options in more detail in due course.
16. Brunel Share Options and Warrants
Share Options
All outstanding options granted under the Brunel Executive Share Schemes will
become exercisable when the Court sanctions the Scheme at prices which
materially exceed the current market value of Brunel Shares. There are no
outstanding options granted under the Brunel SAYE Scheme which remain
exercisable at the date of this announcement. There are no proposals to
implement arrangements to adjust outstanding options or grant any form of
compensation to option holders on account of the drop in value of their options
caused by the Brunel Reorganisation.
Brunel Warrants
Under the terms of a warrant instrument dated 29 September 2000, Brunel issued
warrants to subscribe for up to 1,058,880 Brunel Shares in aggregate. Holders of
Brunel Warrants may subscribe for Brunel Shares at any time up to and including
30 November 2002. Warrants to subscribe for 105,888 Brunel Shares have already
been exercised. The subscription price for each Brunel Share subscribed on
exercise of a Brunel Warrant is 38.28p.
17. Information on DLG
Board, management and employees
To provide stability at a time of transition it is intended that Barry Stevenson
will initially serve as Executive Chairman of DLG. It is also intended that a
replacement full time Chief Executive be appointed to serve on the DLG board as
soon as is practicable. Following this appointment it is anticipated that Barry
Stevenson will move to become a non-executive director of DLG. David Heath,
currently the Finance Director at Dickinson Legg, has been appointed to the DLG
board as Finance Director and Company Secretary.
For the sake of continuity, Brunel's current non-executive directors, Moger
Woolley and Trevor Swete, will serve on the board of DLG as non-executive
directors.
Following the Demerger, almost all of the current employees of the Brunel Group
shall be employees of the DLG Group, with the principal exceptions of David
Loftus (Group Financial Director) and Alan King (Group Company Secretary).
Current trading and prospects
Dickinson Legg started the new year with a more normal order book without the
benefit of the exceptional #14 million Samsung order in hand in June 2001 and
few new orders were received in the early months. Order prospects are
reasonable however and the spares business continues to trade well. There is
increasing evidence of margins coming under pressure from continental European
competitors which is not helped by the continuing strength of Sterling against
the Euro but which progressively should be offset by manufacture in the joint
venture in India and procurement from alternative low cost overseas suppliers.
Spooner has had a high order intake in recent months and is expected to make a
substantial advance in profitability.
Dividend policy and year end
DLG will adopt a financial year end of 30 June as currently used by Brunel. The
first full year of operations after the Demerger will commence on 1 July 2003.
Subject to the availability of distributable reserves and to the cash flow
requirements of the DLG Group, the directors of DLG expect to pay dividends.
They do not intend to make any dividend recommendation until the announcement of
the DLG Group's statutory results for the year ending 30 June 2003. Initially
any recommendation is likely to be for a scrip dividend so that the DLG Group's
pool of ACT of #1.1 million may be utilised, thereby reducing, at current rates,
the corporation tax payable from 30 per cent. to 10 per cent..
Employee share schemes
Following admission to AIM, DLG intends to provide share incentives to selected
senior DLG employees under the terms of a new share scheme. Further details of
the new share scheme will be set out in the AIM admission document.
Listing and dealings
Application will be made to the London Stock Exchange for all of the DLG Shares
in issue following the Demerger to be admitted to trading on AIM. Dealings in
the DLG Shares on AIM are expected to commence in mid-December 2002.
18. Listing and Dealings of the Enlarged Group
It is expected that listing of the New Brunel Shares on the Official List of the
UK Listing Authority will become effective and that dealings in the New Brunel
Shares will commence on the London Stock Exchange on the first dealing day
following the day on which the Scheme becomes effective which is expected to be
in mid-December 2002. It is envisaged that dealings in Brunel Shares will
commence on the New Zealand Stock Exchange and on the Australian Stock Exchange
(on a deferred settlement basis) on the same calendar day on which dealings
commence on the London Stock Exchange.
19. Basis of Calculations
It has been assumed for the purposes of the description of the summary of the
Brunel Reorganisation and the terms of the Demerger and the Merger that:
(i) all of the outstanding warrants to subscribe for Brunel Shares are
exercised after the date of this announcement and on or before 30 November 2002;
and
(ii) prior to the Effective Date no further shares are issued by Brunel or
GPG, no options are exercised under the Brunel Share Option Schemes or the GPG
Share Option Schemes and no shares arise on conversion of the Capital Notes and
the CLNs.
20. Interests in GPG Shares
Neither Brunel nor any director of Brunel, nor, so far as Brunel is aware, any
party acting in concert with Brunel, owns or controls any GPG Shares or any
securities convertible or exchangeable into, or any rights to subscribe for or
purchase, or any options to purchase any GPG Shares or holds any derivatives
referenced to GPG Shares. In the interests of confidentiality, Brunel has not
made any enquiries in this respect of certain parties who may be presumed by the
Panel to be acting in concert with it for the purposes of the Merger.
21. General
The Brunel Reorganisation will be subject to the conditions and further terms
set out in the formal documentation to be sent to shareholders including the
Scheme Circular, the Brunel Circular, the Listing Particulars and the AIM
admission document as may be required to comply with applicable law and
regulation, including the provisions of the Code. Persons not resident in the UK
may be affected by the laws of the relevant jurisdiction and should inform
themselves about and observe any applicable requirements.
All references to time in this document are to UK time other than where
expressly stated otherwise.
22. Formal Documentation
The formal documentation relating to the Brunel Reorganisation and the Scheme
will be sent to Brunel Shareholders and GPG Shareholders in due course. The
circulars to respective shareholders will include the notices convening the
Brunel EGM and the GPG EGM, the directors' recommendations and will specify the
actions required to be taken by Brunel Shareholders and GPG Shareholders.
Appendix 1
Conditions to the Scheme
The Merger will not become effective unless all the conditions of the Scheme,
the Demerger, the Brunel Deficit Reduction and the Brunel Share Consolidation
have been satisfied or, if permitted, waived by the close of business (if
required) on 31 December 2002, or such later date as GPG and Brunel may agree
and (if required) the Court (in relation to the Scheme, the Demerger and/or the
Brunel Deficit Reduction) and the Panel may approve.
In addition GPG has undertaken not to proceed with the Scheme and to withdraw
the Scheme in the event that prior to the Hearing Date the Merger Agreement is
terminated in accordance with its terms.
1. The Scheme is conditional on:
(a) the approval by a majority in number of the holders of GPG Shares present
and voting at the Court Meeting, either in person or by proxy, representing not
less than three-quarters in value of the GPG Shares held by such holders;
(b) the special resolutions required to approve and implement the Scheme being
passed by the requisite majority at the GPG EGM;
(c) the resolutions of Brunel Shareholders required in connection with the
approval and implementation of the Merger being passed at the Brunel EGM
(including without limitation the passing of the resolution to adopt the new
executive share option scheme to be operated by Brunel following the Merger);
(d) the sanction of the Scheme and confirmation of the reduction of capital
involved therein by the Court (in both cases with or without modifications, on
terms reasonably acceptable to GPG and Brunel);
(e) an office copy of the GPG Court Order, and the relevant minute, being
delivered for registration to the Registrar of Companies and being registered by
him;
(f) any one of:
(i) the admission of the New Brunel Shares to the Official List becoming
effective in accordance with the Listing Rules and trading on the London Stock
Exchange's market for listed securities becoming effective in accordance with
paragraph 2.1 of the LSE Admission Standards or (if GPG and Brunel so determine
and with the consent of the Panel) the UK Listing Authority and the London Stock
Exchange agreeing to admit such shares to listing and trading respectively; or
(ii) the admission to listing and quotation of the Brunel Shares becoming
effective in accordance with the rules of the NZSE or (if GPG and Brunel so
determine and with the consent of the Panel) the NZSE agreeing to admit such
shares to trading; or
(iii) the admission to listing and quotation of the Brunel Shares becoming
effective in accordance with the rules of the ASX or (if GPG and Brunel so
determine and with the consent of the Panel) the ASX agreeing to admit such
shares to trading.
2. The Demerger is conditional on:
(a) the resolutions required to approve and implement the Brunel Reduction of
Capital, the Demerger and the Merger being passed at an extraordinary general
meeting of Brunel;
(b) the confirmation of the Brunel Reduction of Capital by the Court (with or
without modifications, on terms reasonably acceptable to GPG and Brunel) and an
office copy of the Brunel Court Order being delivered for registration to the
Registrar of Companies and being registered by him; and
(c) the admission of the DLG Shares to trading on AIM becoming effective in
accordance with paragraph 6 of the AIM Rules of the London Stock Exchange or the
London Stock Exchange agreeing to admit such shares to trading on AIM.
3. The Brunel Deficit Reduction is conditional on:
(a) the resolution required to approve and implement the Brunel Deficit
Reduction being passed at an extraordinary general meeting of Brunel; and
(b) the confirmation of the reductions of capital required for the Brunel
Deficit Reduction by the Court (with or without modification, and on terms
reasonably acceptable to GPG and Brunel) and an office copy of the Order of the
Court confirming such reductions of capital being delivered for registration to
the Registrar of Companies and being registered by him.
4. The Brunel Share Consolidation is conditional on the resolution
required to approve and implement the Brunel Share Consolidation being passed at
an extraordinary general meeting of Brunel.
5. Except where the context requires otherwise, any reference in this
paragraph 5 to: (i) the wider GPG Group will mean GPG or any of its subsidiaries
or subsidiary undertakings or any associated undertaking or any company of which
20 per cent. or more of the voting capital is held by the GPG Group or any
partnership or joint venture in which any member of the GPG Group may be
interested; and to (ii) the wider Brunel Group will mean Brunel or any other
member of the Residual Brunel Group or any associated undertaking or any company
of which 20 per cent. or more of the voting capital is held by the Residual
Brunel Group or any partnership, joint venture, firm or company in which any
other member of the Residual Brunel Group may be interested.
Subject as stated in paragraph 7 below, the Merger is also conditional upon and,
accordingly, the necessary action to make the Scheme effective will not be taken
unless the following conditions are satisfied or waived, as referred to below:
(a) no government or governmental, quasi-governmental, supranational, statutory,
administrative or regulatory body, authority, court, trade agency, association,
institution, environmental body or any other similar person or body in any
jurisdiction (each a "Relevant Authority") having decided to take, instituted,
implemented or threatened any action, proceedings, suit, investigation, enquiry
or reference, or made, proposed or enacted any statute, regulation, order or
decision or taken any other steps and there not continuing to be outstanding any
statute, regulation, order or decision, which would or might reasonably be
expected to:
(i) make the Scheme or the acquisition of any GPG Shares, or control of GPG by
Brunel void, illegal or unenforceable or otherwise materially restrict,
restrain, prohibit, delay or interfere with the implementation thereof, or
impose material additional conditions or obligations with respect thereto, or
require material amendment thereof or otherwise challenge or interfere
therewith;
(ii) require or prevent the divestiture by the wider GPG Group or by the wider
Brunel Group of all or a material portion of their respective businesses, assets
or property or impose any material limitation on the ability of any of them to
conduct their respective businesses or own any of their material assets or
property;
(iii) impose any limitation on or result in a delay in the ability of any member
of the wider GPG Group or the wider Brunel Group to acquire or to hold or to
exercise effectively any rights of ownership of shares or loans or securities
convertible into shares in any member of the wider GPG Group or of the wider
Brunel Group respectively held or owned by it or to exercise management control
over any member of the wider Brunel Group or of the wider GPG Group respectively
to an extent which is material in the context of the wider GPG Group or the
wider Brunel Group (as the case may be) taken as a whole;
(iv) require any member of the wider GPG Group or the wider Brunel Group to
acquire or offer to acquire any shares or other securities in any member of the
wider Brunel Group or the wider GPG Group where such acquisition would be
material in the context of the wider Brunel Group or the wider GPG Group taken
as a whole; or
(v) otherwise materially and adversely affect the assets, business, profits or
prospects of any member of the wider GPG Group or the wider Brunel Group;
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference having expired,
lapsed or been terminated;
(b) each of GPG and Brunel has received evidence reasonably satisfactory to it
that all material filings have been made, all applicable waiting periods
(including any extensions thereof) under any applicable legislation or
regulations of any jurisdiction have expired, lapsed or been terminated, in each
case in respect of the Scheme and the acquisition of any GPG Shares, and all
material authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals (''Authorisations'')
necessary or appropriate in any jurisdiction for, or in respect of, the Scheme
and the proposed acquisition of any GPG Shares, and to carry on the business of
any member of the wider GPG Group or of the wider Brunel Group having been
obtained, in terms and in a form reasonably satisfactory to GPG and Brunel, from
all appropriate Relevant Authorities and from any persons or bodies with whom
any member of the wider GPG Group or the wider Brunel Group has entered into
material contractual arrangements and all such Authorisations remaining in full
force and effect at the time at which the Scheme becomes effective and GPG or
Brunel have no knowledge of an intention or proposal to revoke, suspend or
modify or not to renew any of the same and all necessary statutory or regulatory
obligations in any jurisdiction have been complied with;
(c) there being no provision of any arrangement, agreement, licence, permit or
other instrument to which any member of the wider GPG Group or the wider Brunel
Group is a party or by or to which any such member or any of their assets is or
may be bound, entitled or be subject to and which, in consequence of the Scheme
or the acquisition of any GPG Shares, or control of GPG, by Brunel or otherwise,
would or might, to an extent which is material in the context of the Enlarged
Group result in:
(i) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any such member or any
such security (whenever arising or having arisen) being enforced or becoming
enforceable;
(ii) any such arrangement, agreement, licence or instrument being terminated
or adversely modified or any action being taken of an adverse nature or any
obligation arising thereunder;
(iii) any assets of any such member being disposed of or charged, or right
arising under which any such asset could be required to be disposed of or
charged, other than in the ordinary course of business;
(iv) the interest or business of any such member of the wider Brunel Group in or
with any firm or body or person, or any agreements or arrangements relating to
such interest or business, being terminated or adversely modified or affected;
(v) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any such member; or
(vii) the financial or trading position of any such member being prejudiced or
adversely affected;
(d) except as publicly announced by Brunel prior to 16 October 2002 no member of
the wider Brunel Group having, since 30 June 2002 (other than in accordance with
the Brunel Reorganisation):
(i) issued, agreed to issue or proposed the issue of additional shares or
securities of any class, or securities convertible into, or exchangeable for or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities (save as between Brunel and wholly-owned
subsidiaries of Brunel and save for options granted, and for any Brunel Shares
allotted upon exercise of options granted under the Brunel Share Option Schemes)
before the date hereof, or redeemed, purchased or reduced any part of its share
capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution other than to Brunel or a
wholly owned subsidiary of Brunel;
(iii) agreed, authorised, proposed or announced its intention to propose any
merger or demerger or acquisition or disposal of assets or shares which are
material in the context of the Enlarged Group taken as a whole (other than in
the ordinary course of trading) or to any material change in its share or loan
capital;
(iv) issued, authorised or proposed the issue of any debentures or incurred any
indebtedness or contingent liability which is material in the context of the
wider Brunel Group taken as a whole;
(v) acquired or disposed of or transferred, mortgaged or encumbered any asset
or any right, title or interest in any asset (other than in the ordinary course
of trading) in a manner which is material in the context of the wider Brunel
Group taken as a whole;
(vi) entered into or varied or announced its intention to enter into or vary any
contract, arrangement or commitment (whether in respect of capital expenditure
or otherwise) which is of a long-term or unusual nature or magnitude or involves
or could involve an obligation of a long-term or unusual nature or magnitude,
and in either case which is material in the context of the wider Brunel Group
taken as a whole;
(vii) entered into or proposed or announced its intention to enter into any
reconstruction, amalgamation, transaction or arrangement (otherwise than in the
ordinary course of business) which is material in the context of the wider
Brunel Group taken as a whole;
(viii) taken or proposed any corporate action or had any legal proceedings
instigated or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues (or any analogous proceedings or appointment in any overseas
jurisdiction);
(ix) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(x) entered into or varied or made any offer to enter into or vary the terms of
any service agreement or arrangement with any of the directors of Brunel;
(xi) waived, compromised or settled any claim which is material in the context
of the wider Brunel Group taken as a whole; or
(xii) entered into any agreement, arrangement or commitment or passed any
resolution with respect to any of the transactions or events referred to in this
paragraph 5(d);
(e) except as publicly announced by GPG prior to 16 October 2002, no member of
the wider GPG Group (other than its listed subsidiaries) having, since 30 June
2002 (other than in accordance with the Scheme):
(i) issued, agreed to issue or proposed the issue of additional shares or
securities of any class, or securities convertible into, or exchangeable for or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities (save as between GPG and wholly-owned
subsidiaries of GPG and save for options granted, and for any GPG Shares
allotted upon exercise of options granted under the GPG Share Option Schemes)
before the date hereof, or redeemed, purchased or reduced any part of its share
capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution other than to GPG or a wholly
owned subsidiary of GPG;
(iii) agreed, authorised, proposed or announced its intention to propose any
merger or demerger or acquisition or disposal of assets or shares which is
material in the context of the wider GPG Group taken as a whole (other than in
the ordinary course of trading) or to any material change in its share or loan
capital;
(iv) issued, authorised or proposed the issue of any debentures or incurred any
indebtedness or contingent liability which is material in the context of the
wider GPG Group taken as a whole;
(v) acquired or disposed of or transferred, mortgaged or encumbered any asset or
any right, title or interest in any asset (other than in the ordinary course of
trading) which is material in the context of the wider GPG Group taken as a
whole;
(vi) entered into or varied or announced its intention to enter into or vary any
contract, arrangement or commitment (whether in respect of capital expenditure
or otherwise) which is of a long-term or unusual nature or magnitude or involves
or could involve an obligation of a long term or unusual nature or magnitude,
and in either case which is material in the context of the wider GPG Group taken
as a whole;
(vii) entered into or proposed or announced its intention to enter into any
reconstruction, amalgamation, transaction or arrangement (otherwise than in the
ordinary course of business) which is material in the context of the wider GPG
Group taken as a whole;
(viii) taken or proposed any corporate action or had any legal proceedings
instigated or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues (or any analogous proceedings or appointment in any overseas
jurisdiction);
(ix) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(x) entered into or varied or made any offer to enter into or vary the terms of
any service agreement or arrangement with any of the directors of GPG;
(xi) waived, compromised or settled any claim which is material in the context
of the wider GPG Group taken as a whole; or
(xii) entered into any agreement, arrangement or commitment or passed any
resolution with respect to any of the transactions or events referred to in this
paragraph 5(e);
(f) except as publicly announced by Brunel prior to 16 October 2002:
(i) there has been no adverse change in the business, assets, financial or
trading position or profits or prospects of any member of the wider Brunel Group
which in any such case is material in the context of the wider Brunel Group
taken as a whole; or
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced or threatened by or against or
remaining outstanding against any member of the wider Brunel Group and no
enquiry or investigation by or complaint or reference to any Relevant Authority
against or in respect of any member of the wider Brunel Group having been
threatened, announced or instituted or remaining outstanding which in any such
case could have a material effect in the context of the wider Brunel Group taken
as a whole;
(g) except as publicly announced by GPG prior to 16 October 2002:
(i) there has been no adverse change in the business, assets, financial or
trading position or profits or prospects of any member of the wider GPG Group
which in any such case is material in the context of the wider GPG Group taken
as a whole; or
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced or threatened by or against or
remaining outstanding against any member of the wider GPG Group and no enquiry
or investigation by or complaint or reference to any Relevant Authority against
or in respect of any member of the wider GPG Group having been threatened,
announced or instituted or remaining outstanding which in any such case could
have a material effect in the context of the wider GPG Group taken as a whole;
(h) GPG not having discovered that:
(i) the financial, business or other information concerning the wider Brunel
Group as contained in the information publicly announced or disclosed at any
time by or on behalf of any member of the wider Brunel Group either contained a
material misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading; or
(ii) any member of the wider Brunel Group is subject to any liability,
contingent or otherwise, which is not disclosed in the preliminary results of
Brunel for the financial year ended 30 June 2002 and which is material in the
context of the wider Brunel Group taken as a whole;
(i) Brunel not having discovered that:
(i) the financial, business or other information concerning the wider GPG
Group as contained in the information publicly announced or disclosed at any
time by or on behalf of any member of the wider GPG Group either contained a
material misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading; or
(ii) any member of the wider GPG Group is subject to any liability, contingent
or otherwise, which is not disclosed in the annual report and accounts of GPG
for the financial year ended 31 December 2001 or the unaudited interim report
and accounts for the period ended 30 June 2002 and which is material in the
context of the wider GPG Group taken as a whole;
(j) GPG not having discovered that save as disclosed in the preliminary
results of Brunel for the financial year ended 30 June 2002 and save as publicly
announced prior to 16 October 2002:
(i) any past or present member of the wider Brunel Group has not complied with
all applicable legislation or regulations of any jurisdiction or any notice or
requirement of any Relevant Authority with regard to the storage, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health which
non-compliance would be likely to give rise to any material liability (whether
actual or contingent) on the part of any member of the wider Brunel Group;
(ii) there has been a disposal, spillage, emission, discharge or leak of waste
or hazardous substance or any substance likely to impair the environment or harm
human health on, or from, any land or other asset now or previously owned,
occupied or made use of by any past or present member of the wider Brunel Group,
or which any such member may now or previously have had an interest, would be
likely to give rise to any material liability (whether actual or contingent) on
the part of any member of the wider Brunel Group;
(iii) there is or is likely to be any material obligation or liability (whether
actual or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the wider Brunel Group or in which any such member may now or previously have
had an interest under any environmental legislation or regulation or notice,
circular or order of any Relevant Authority in any jurisdiction;
(iv) circumstances exist whereby a person or class of persons would be likely to
have any claim or claims in respect of any product or process of manufacture, or
materials used therein, now or previously manufactured, sold or carried out by
any past or present member of the wider Brunel Group which claim or claims would
be likely to affect adversely any member of the wider Brunel Group;
(v) there is any material liability (actual or contingent) of any past or
present member of the wider Brunel Group which is material in the context of the
Enlarged Group taken as a whole to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated or
made use of or controlled by any such past or present member of the wider Brunel
Group, under any environmental legislation, regulation, notice, circular or
order of any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any relevant jurisdiction; or
(vi) a person, persons or class or classes of person could reasonably be
expected to have any claim or claims in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the wider Brunel Group which claim
or claims would materially and adversely affect the wider Brunel Group taken as
a whole.
6. All references above to the wider Brunel Group are to be construed on
the basis that the Demerger has taken place but that the Merger has not become
effective.
7. Subject to the requirements of the Panel, Brunel and GPG reserve the
right (but shall be under no obligation) to waive, in whole or in part, all or
any of the conditions contained in paragraph 5 above.
The Scheme is governed by English law and will be subject to the jurisdiction of
the Courts of England. The Listing Rules and the Code, so far as they are
appropriate, also apply to the Scheme.
Appendix 2
Summary of the Merger Agreement
1. Pursuant to the terms of the Merger Agreement entered into on 16
October 2002 between GPG, Brunel, DLG and DL the parties thereto have agreed,
subject to their respective directors' fiduciary duties and to the termination
provisions set out therein, to use all reasonable endeavours to procure the
satisfaction of the conditions to the Merger, the Scheme, the Demerger and the
Brunel Share Consolidation upon the terms to be set out in the Scheme Circular
and the Brunel Circular and as otherwise provided in the Merger Agreement, save
in circumstances where the costs of such satisfaction or implementation would
substantially exceed the respective estimates of any of Brunel, GPG and DLG as
at the date of the agreement.
2. Brunel has agreed to procure that its then current directors will
resign from the board with effect from the Effective Time so that the board will
only consist of the persons appointed pursuant to the Brunel Resolutions (i.e.
the Proposed Directors).
3. Brunel and DLG have given certain undertakings and warranties to GPG in
relation to the assets and liabilities of the Residual Brunel Group. In
particular, Brunel has warranted that the Residual Brunel Group has no
liabilities of an individual amount of more than #50,000 other than those
specifically disclosed to GPG in the Merger Agreement.
4. The Merger Agreement provides for the criteria and related adjustment
mechanism pursuant to which, as of the Effective Date, there will be a
reconciliation of the net working capital of the Residual Brunel Group. The
agreement between the parties assumes that a cash payment of #600,000 will be
made by GPG to DLG at the Effective Date. However, this figure is liable to
adjustment, pro rata up or down, depending upon the outcome of the net working
capital reconciliation.
5. GPG has given certain warranties to Brunel in relation to its cash
position, title to investments and the carrying values of its non-publicly
quoted operating sub-groups, each of which were taken into account in
determining GPG's agreed net asset value per share for the purposes of the
Merger. In addition, GPG has warranted to Brunel that the GPG Parent Group (as
defined in the Merger Agreement) has no liabilities of an individual amount of
more than #50,000 other than those disclosed to Brunel.
6. Brunel has given a warranty to GPG to the effect that, no member of the
Brunel Group has taken or omitted to take any action which would, or which could
reasonably be expected to, prejudice the availability of, or the ability of any
member of the Enlarged Group to utilise, any of the allowable losses within the
Residual Brunel Group and warranties in relation to the accuracy of certain
information provided to GPG relating to the allowable losses of the Residual
Brunel Group. Brunel and DLG have also given warranties to the effect that they
have not done anything which is inconsistent with or prejudicial to the
negligible value claim submitted in respect of Thomas Robinson Group Limited and
DLG has undertaken not to take any such action after the Effective Date.
7. DLG and DL have agreed to indemnify Brunel in relation to any loss or
liability arising out of a guarantee given by Brunel in connection with
Spooner's leased premises. DLG has also indemnified GPG and Brunel in relation
to any claims made under certain specific commercial guarantees.
8. Brunel and DLG have given certain undertakings to GPG to the effect
that, save for the Brunel Reorganisation (as defined in the Merger Agreement),
Brunel will carry on the business of the Residual Brunel Group in the ordinary
and usual course and will not, without the prior written consent of GPG (such
consent not to be unreasonably withheld or delayed), take certain prescribed
actions prior to the Effective Date.
9. Brunel and DLG have also undertaken to obtain, prior to the Effective
Date, the release of the Residual Brunel Group from various existing commercial
agreements and arrangements including all indebtedness (both external and
intra-group), other than the loan referred to in paragraph 10 below.
10. The Merger Agreement also provides for the issue by Brunel of 3,125,000
New Brunel Shares to the DLG Group in consideration for the release by Spooner
of the loan of #1.5 million which, immediately prior to the Effective Time, will
be owing to Spooner by Brunel.
11. The Merger Agreement is capable of termination in certain circumstances,
including (subject to the Code):
(a) where there has been a material breach of the Merger Agreement which is not
capable of remedy or which is not remedied within 30 days of the service of
written notice requiring it to be remedied;
(b) if any of the conditions to the Scheme and the Merger (other than one which
GPG or Brunel, acting alone, is entitled to waive) cannot reasonably be expected
to be satisfied by 31 December 2002;
(c) in the event that any of the GPG Resolutions are not passed at the Court
Meeting or at the GPG EGM;
(d) in the event that any of the Brunel Resolutions are not passed at the Brunel
EGM;
(e) in the event that the GPG directors, having taken advice of their
independent financial and legal advisers, determine that it is no longer in the
best interests of GPG Shareholders to proceed with the implementation of the
Scheme and make a public announcement of such determination;
(f) in the event that the Brunel directors, having taken advice of their
independent financial and legal advisers, determine that it is no longer in the
best interests of Brunel Shareholders to proceed with the implementation of the
Brunel Reorganisation and make a public announcement of such determination; and
(g) (prior to the Effective Date) by mutual agreement of the parties.
12. The Merger Agreement provides that if the Merger does not become effective
because the GPG Resolutions are not passed, GPG will pay a break fee of #1.65
million to Brunel. If the Merger does not become effective for any other reason
the break fee payable by GPG to Brunel will be #0.5 million. No break fee is
payable by Brunel.
13. Arrangements in relation to the Brunel Pension Scheme:
(a) The Brunel Pension Scheme will remain with the Enlarged Group following
completion of the Merger. The Merger Agreement provides that, after the
Demerger, DL and Spooner will continue to participate in the Brunel Pension
Scheme for a period of six months from the Effective Date. At the end of the
period of participation, the employees of DL and Spooner, who were active
members of the Brunel Pension Scheme, will be invited to join, for future
pensionable service, one or more pension arrangements established by DLG. In
addition, they will also be invited to transfer the value of their accrued
pension benefit from the Brunel Pension Scheme to the pension arrangement or
arrangements established by DLG. The Merger Agreement provides that this
transfer will proceed on a bulk basis agreed by DLG's actuary and the actuary to
the Brunel Pension Scheme.
(b) The Merger Agreement also contains a mechanism that would operate where the
trustees of the Brunel Pension Scheme transfer an amount less than the transfer
value agreed by the two actuaries. In that situation the Enlarged Group would
pay the shortfall to DLG. This shortfall payment will be adjusted to the extent
that DLG receives corporation tax relief in respect of the payment of the sum
into the pension arrangement or arrangements established by DLG.
(c) There are provisions in the Merger Agreement that control DL's and
Spooner's conduct in relation to the Brunel Pension Scheme between the date of
the Merger Agreement and the Effective Date and during the interim period of
participation. These are primarily aimed at ensuring that the funding position
of the Brunel Pension Scheme is not adversely affected during these periods by
the conduct of DL and Spooner. In addition the Enlarged Group also undertakes
that during the six month participation period, it will keep the Brunel Pension
Scheme in force and will not amend it or exercise any power or discretion that
might affect the interests of the employees who decide to transfer the value of
their accrued pension benefits or the amount to be transferred in respect of
those benefits.
(d) The Merger Agreement contains warranties given by Brunel to GPG in respect
of the conduct of the Brunel Pension Scheme's affairs, the provision of pension
benefits and Brunel, DL and Spooner's conduct as participating employees in the
Brunel Pension Scheme. It also contains indemnities given by Brunel and GPG in
favour of DLG, DL and Spooner. These are as follows:
(i) an indemnity against any debt arising under section 75 of
the Pensions Act 1995 as a result of the cessation of participation by DL and
Spooner in the Brunel Pension Scheme; and
(ii) an indemnity against all claims that may be brought in
respect of the participation of DL and Spooner in the Brunel Pension Scheme.
There is a #2 million limit on all claims under this indemnity where such claims
are attributable to legislation with retrospective effect and the aggregate
liability of GPG under this indemnity has been capped at #10 million. This
indemnity is limited to claims brought or notified to DLG, DL or Spooner in
respect of matters which have arisen within two years of the Effective Date.
The indemnities are only enforceable to the extent that there has been no breach
of any of the relevant pension warranties which are given by Brunel in the
Merger Agreement.
(e) The Merger Agreement provides that payment of any shortfall detailed in
paragraph 13 (b) above and the payment under the indemnities described in
paragraph 13(d) above are not payable to the extent that arrangements are made
with the trustees of the Brunel Pension Scheme or other relevant parties for:
(i) in the case of any shortfall, a larger payment to be made
by the Brunel Pension Scheme to the pension arrangement or arrangements
established by DLG by the day following the due date; and
(ii) in the case of the indemnities, any liability to which the
indemnity relates to be extinguished to DLG's satisfaction.
The Merger Agreement provides that the Enlarged Group is allowed a reasonable
period to explore the above arrangements before the payments are enforced,
limited by reference to the time at which DLG, DL or Spooner have to make the
payment which is the subject of the provision itself.
(f) The Merger Agreement also contains an indemnity given by DLG in favour of
Brunel against any liabilities incurred by Brunel or the trustees of the Brunel
Pension Scheme arising from the merger of the Blackwood Hodge pension schemes
with the Brunel Pension Scheme in 1991. This indemnity is limited to claims
brought within three years of the date of the Merger Agreement.
Appendix 3
Summary of the service contracts of the Proposed Directors
Assuming the Scheme becomes effective and the Proposed Directors become
directors of Brunel they will have the following service contracts with GPG
which will be a subsidiary of Brunel.
Executive Directors
Blake Nixon
By an agreement dated 1 November 2001, but effective from 1 May 2001, Blake
Nixon agreed to serve GPG as an executive director. He is regarded as being in
continuous employment from 29 March 1990.
Under the agreement Mr Nixon receives remuneration of #375,000 per annum and he
is entitled to participate in the GPG Share Option Schemes and a non-contractual
employee bonus scheme. For the purposes of the non-contractual employee bonus
scheme, his remuneration package is deemed to be #300,000.
Dr Gary Weiss
By an agreement dated 1 November 2001, but effective from 1 May 2001, Dr Gary
Weiss agreed to serve Guinness Peat Group (Australia) Pty Limited as an
executive director. He is regarded as being in continuous employment from 1
July 1992.
Under the agreement Dr Weiss receives remuneration of A$1,000,000 and he is
entitled to participate in the GPG Share Option Schemes and a non-contractual
employee bonus scheme. For the purpose of the bonus scheme, his remuneration
package is deemed to be #375,000.
Tony Gibbs
By an agreement dated 1 November 2001, but effective from 1 May 2001, Tony Gibbs
agreed to serve Guinness Peat Group New Zealand Limited as an executive
director. He is regarded as being in continuous employment from 1 January 1993.
Under the agreement Mr Gibbs receives remuneration of #300,000 per annum and he
is entitled to participate in the GPG Share Option Schemes and a non-contractual
employee bonus scheme. For the purpose of the non-contractual employee bonus
scheme, his remuneration package is deemed to be #300,000.
Graeme Cureton
By an agreement dated 20 February 2002, but effective from 1 January 2002,
Graeme Cureton agreed to serve Guinness Peat Group (Australia) Pty Limited as an
executive director. He is regarded as being in continuous employment from 16
May 1994.
Under the agreement Mr Cureton receives remuneration of A$550,000 per annum and
he is entitled to participate in the GPG Share Option Scheme and a
non-contractual employee bonus scheme.
General
Under each of the above service contracts, those of the Proposed Directors who
will become executive directors of Brunel following the Merger becoming
effective (the "Proposed Executive Directors") receive life insurance as part of
their remuneration package.
Each of the above service contracts contains the same provisions regarding
termination of employment. These provisions provide for a rolling 12 months'
notice period to be given by the Proposed Executive Director and are terminated
by GPG on its giving 18 months' notice. In the case of early termination by
GPG, the Proposed Executive Director would receive compensation based on the
unexpired portion of his notice period.
All of the Proposed Executive Directors' service contracts contain a provision
providing for termination of employment upon a Change of Control. Under the
service contracts, "Change of Control" means either the acquisition by any
person or group of persons of beneficial ownership of 50.1 per cent or more of
the issued share capital of GPG, or the directors of GPG as at 1 May 2001
ceasing for any reason to constitute at least a majority of the members of the
board of directors of GPG.
If an executive director of GPG is dismissed within two years of a Change of
Control or if that director gives not less than six months' notice of his
resignation to expire within twelve months of a Change of Control, GPG is
obliged to pay that director twice his annual total compensation and twice the
average bonus received by that director in respect of the last two completed
financial years plus the full amount of his accrued long service leave and any
pay in lieu of untaken holiday. GPG must also meet that director's reasonable
legal costs in connection with recovering such compensation. However, in
relation to the Merger, these Change of Control provisions have been waived by
each of the Proposed Executive Directors.
Non-Executive Directors
Sir Ron Brierley
By a letter dated 11 June 2002, but effective as of 3 June 2002, Sir Ron
Brierley has agreed to provide his services as a non-executive director and as
Chairman of GPG.
Pursuant to the letter Sir Ron Brierley is eligible to participate in the GPG
Share Option Schemes and a non-contractual bonus scheme.
Trevor Beyer
By a letter dated 11 June 2002, but effective as of 3 June 2002, Trevor Beyer
has agreed to provide his services as a non-executive director of GPG.
Pursuant to the letter Trevor Beyer receives remuneration of #90,000 per annum
and is eligible to participate in the GPG Share Option Schemes and a
non-contractual bonus scheme.
For the purposes of the bonus scheme his remuneration is deemed to be #90,000
plus the cost of medical cover.
General
Each of the terms of appointment for those of the Proposed Directors who are to
be Non-Executive Directors of Brunel following the merger becoming effective
(the "Proposed Non-Executive Directors") contains the same provisions regarding
termination and change of control as the service contracts for the Proposed
Executive Directors referred to above. Accordingly the Proposed Non-Executive
Directors have waived their rights to receive payments in respect of termination
following a change of control in the same manner as the Proposed Executive
Directors.
Appendix 4
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"A$" Australian dollars
"Act" the UK Companies Act 1985 (as amended)
"Admission" admission to the Official List of the UK Listing Authority and
admission to trading on the London Stock Exchange of the New
Brunel Shares becoming effective by the decision of the UK Listing
Authority to admit such shares to listing being announced in
accordance with paragraph 7.1 of the Listing Rules and by the
decision of the London Stock Exchange to admit such shares to
trading being announced in accordance with the LSE Admission
Standards
"AIM" the Alternative Investment Market of the London Stock
Exchange
"Australia" the Commonwealth of Australia, its states, territories and
possessions
"Australian Stock Exchange" or "ASX" the Australian Stock Exchange Limited
"Baird" Robert W. Baird Limited
"Brunel" Brunel Holdings plc, registered in England and Wales with number
00103548
"Brunel Bonus Issue" the bonus issue of 3 Brunel Shares for every Brunel Share held on
the Demerger Record Date by Qualifying Brunel Shareholders
"Brunel Circular" the document to be sent to Brunel Shareholders explaining the
Brunel Reorganisation and containing the notice of meeting of the
Brunel EGM
"Brunel Court Order" the order of the Court sanctioning the Brunel Reduction of Capital
"Brunel Deficit Reduction" the reduction of the historic accumulated losses on Brunel's
profit and loss account pursuant to the Brunel Reduction of
Capital
"Brunel EGM" the extraordinary general meeting of Brunel Shareholders to
approve, inter alia, the Merger and the Demerger
"Brunel Executive Share Schemes" The Brunel Holdings 1998 Company Share Option Plan and The Brunel
Holdings 1998 Executive Share Option Scheme
"Brunel Group" Brunel, its subsidiaries and subsidiary undertakings
"Brunel Intermediate Share the consolidation of every four Brunel Shares of 20p
Consolidation" each into one Brunel Share of 80p
"Brunel Pension Scheme" the Brunel Holdings Pension Scheme
"Brunel Reduction of Capital" the reductions of capital of Brunel pursuant to Section 135 of the
Act in connection with the Brunel Reorganisation
"Brunel Reorganisation" the proposed Brunel Reorganisation of Brunel by way of (i) the
Brunel Bonus Issue; (ii) the Brunel Intermediate Share
Consolidation, (iii) the Brunel Reduction of Capital (including
the Brunel Deficit Reduction); (iv) the Demerger; (v) the Brunel
Share Consolidation; (vi) the Spooner Issue; and (vii) the Merger
"Brunel Resolutions" the resolutions to be set out in the notice convening the Brunel
EGM
"Brunel SAYE Scheme" the Brunel Holdings 1995 Savings Related Share Option Scheme
"Brunel Share Consolidation" the proposed consolidation of Brunel Shares into Brunel Shares
having a nominal value of 5p each as described in this
announcement
"Brunel Share Option Schemes" the Brunel Executive Share Schemes and the Brunel SAYE Scheme
"Brunel Shareholders" holders of Brunel Shares, excluding any holding of New Brunel
Shares arising pursuant to the Scheme or the Spooner Issue
"Brunel Shares" ordinary shares in the capital of Brunel
"Brunel Warrants" the warrants to subscribe for up to 1,058,880 Brunel Shares of 20p
each as constituted by an Instrument dated 29 September 2000
"Business Day" any day on which lending banks in the London inter-banking
sterling markets are open for general non-automated business in
London
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political sub-division thereof
"Capital Notes" the unsecured subordinated capital notes of GPG in an aggregate
principal amount of NZ$250,000,000 as constituted by the Capital
Note Trust Deed
"Capital Note Holder" a holder of Capital Notes
"Capital Note Trustee" the New Zealand Guardian Trust Company Limited, the trustee of the
Capital Notes pursuant to the Capital Note Trust Deed
"Capital Note Trust Deed" the trust deed between GPG Finance Ltd., GPG and The New Zealand
Guardian Trust Company Limited, dated 25 July 2001, constituting
the Capital Notes
"CDI" CHESS Depository Interest, being a unit of beneficial ownership in
a share
"certificated" or "certificated form" a share or other security, which is not in uncertificated form
"CHESS" Clearing House Electronic Sub-register System, the clearing and
settlement system operated by the ASX
"CLN Holder" a holder of CLNs
"CLNs" or "Convertible Loan Notes" 8 per cent. per annum convertible subordinated unsecured loan
notes of initially 50p each due 2005 of GPG convertible into GPG
Shares
"CLN Trustee" Guardian Trust Australia Limited, the trustee of the CLNs pursuant
to the CLN Trust Deed
"CLN Trust Deed" the trust deed constituting the CLNs dated 18 April 2000, together
with the first supplemental deed dated 4 May 2001 amending the
same, both between GPG and Guardian Trust Australia Limited
"Code" The City Code on Takeovers and Mergers
"Court" The High Court of Justice of England and Wales
"Court Meeting" the meeting of GPG Shareholders convened by the Court in
connection with the Scheme
"CREST" the relevant system (as defined in the Regulations) in respect of
which CRESTCo is the Operator (as defined in the Regulations) in
accordance with which securities may be held in uncertficated form
"CRESTCo" CRESTCo Limited
"Deloitte & Touche Corporate Finance" Deloitte & Touche Corporate Finance, a division of Deloitte &
Touche, of Stonecutter Court, 1 Stonecutter Street, London EC4A
4TR
"Demerger" the proposed transfer of the Legg Group from the Brunel Group to
DLG in consideration of the DLG Issue in lieu of the Brunel
Reduction of Capital
"Demerger Agreement" the agreement dated 16 October 2002 between Brunel and DLG to
effect the Demerger
Demerger Record Date" the close of trading on the Business Day immediately preceding the
Effective Date
"Depository Nominee" CHESS Depository Nominees Pty Limited
"Dickinson Legg" or "DL" Dickinson Legg Limited, registered in England and Wales with
number 01488755
"DLG" or "DLG Group" Dickinson Legg Group plc (a company registered in England and
Wales with the company number 4546064) and, where the context
dictates, its wholly owned subsidiaries
"DLG Issue" the issue to Brunel Shareholders of DLG Shares in connection with
the Demerger
"DLG Shares" Ordinary shares of 20p each in the capital of DLG
"Effective Date" the date on which the GPG Court Order is registered by the
Registrar of Companies and the Scheme becomes effective
"Effective Time" the time at which the Scheme becomes effective as aforesaid
"Enlarged Group" Brunel (to be renamed Guinness Peat Group plc) and its
subsidiaries following the Merger becoming effective
"FASTER" the New Zealand Stock Exchange's Fully Automated Screen Trading
and Electronic Registration System
"GPG" Guinness Peat Group plc, registered in England and Wales with
number 00159975
"GPG Court Order" the order of the Court sanctioning the Scheme and confirming the
reduction of share capital of GPG forming part of the Scheme
"GPG EGM" the extraordinary general meeting of GPG Shareholders for the
purpose of, inter alia, approving the Scheme
"GPG Group" GPG, its subsidiaries and subsidiary undertakings
"GPG Resolutions" each of the resolutions proposed to be passed at the GPG EGM and
Court Meeting to be contained in the notices of meeting
incorporated within the Scheme Circular, the passing of which is
necessary to enable the Merger to be implemented
"GPG Share Option Schemes" the Guinness Peat Group plc 1992 Share Option Scheme, the Guinness
Peat Group plc 1994 Share Option Scheme and the Guinness Peat
Group plc 2001 Share Option Scheme
"GPG Shareholders" holders of GPG Shares
"GPG Shares" Shares of 10p each in the capital of GPG
"Hearing Date" the date on which the Court shall, if it sees fit, sanction the
Scheme and confirm the reduction of capital of GPG which forms
part of the Scheme
"Japan" Japan, its cities and prefectures, territories and possessions
"Legg" Legg Limited, a company registered in England and Wales with
number 03636819
"Legg Group" Legg and each of its subsidiaries being Spooner, Dickinson Legg,
Spooner Food Machinery Engineering Co. Ltd., Spooner Robinson
Engineering Limited, SVE (Predecessors) Limited, Spooner Espanola
Limited, Dickinson Control Systems Inc., Dickinson Control Systems
Inc., Dickinson Fowler Limited, Dickinson Legg Inc., Spooner
Industries Inc. and Brunel America Inc.
"Listing Particulars" the Listing Particulars of Brunel to be issued in connection with
the issue of the New Brunel Shares
"Listing Rules" the listing rules made by the UK Listing Authority under Section
74 of the Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"LSE Admission Standards" the rules issued by the London Stock Exchange in relation to the
admission to trading of, and continuing requirements for,
securities admitted to the Official List
"Merger" the proposed merger of Brunel and GPG to be effected by way of the
Scheme
"Merger Agreement" the agreement dated 16 October 2002 between Brunel, GPG, DLG and
Dickinson Legg which sets out the terms of the Merger
"New Brunel Shares" the new Brunel Shares of 5p each to be issued to GPG Shareholders
as consideration for the cancellation or transfer of their GPG
Shares pursuant to the Scheme and the 3,125,000 new Brunel Shares
of 5p each to be issued to Spooner pursuant to the Spooner Issue
"NZSE" the New Zealand Stock Exchange
"NZ$" New Zealand dollars
"Official List" the list maintained by the UK Listing Authority pursuant to Part
VI of the Financial Services and Markets Act 2000
"Panel" the Panel on Takeovers and Mergers
"Proposed Directors" Sir Ron Brierley, Trevor Beyer, Blake Nixon, Dr. Gary Weiss, Tony
Gibbs and Graeme Cureton, each of whom it is proposed becomes a
director of Brunel upon the Scheme becoming effective
"Qualifying Brunel Shareholder" a holder of Qualifying Brunel Shares
"Qualifying Brunel Shares" the Brunel Shares in issue at the Demerger Record Date (being the
existing issued Brunel Shares and any further such shares which
are unconditionally allotted or issued fully paid before the
Demerger Record Date)
"Record Time" 4.30 p.m. in the United Kingdom on the Effective Date
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulations" the Uncertificated Securities Regulations 2001
"Residual Brunel Group" the Brunel Group immediately after the Demerger but prior to the
Merger
"Scheme" the scheme of arrangement of GPG under Section 425 of the Act in
order to effect the proposed merger of GPG and Brunel
"Scheme Circular" the circular to be sent to GPG Shareholders containing and setting
out the terms and conditions of the Scheme
"Spooner" Spooner Industries Limited, registered in England and Wales with
number 00643047
"Spooner Issue" the issue of 3,125,000 New Brunel Shares by Brunel to Spooner
forming part of the Brunel Reorganisation
"Step-up Rights" the rights set out in the new Article 46A, proposed to be inserted
into GPG's articles of association at the GPG EGM, which provide
that any GPG Shares issued:
(i) under the GPG Share Option Schemes; or
(ii) upon conversion of the CLNs, the Capital Notes or
otherwise
to any person (other than Brunel) on or after 5.30 p.m. on the
Business Day preceding the Hearing Date will be automatically
exchanged for Brunel Shares on the basis of one Brunel Share for
every GPG Share held, subject to adjustment in accordance with
provisions of the Step-up Rights
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the Financial Services Authority as the competent authority for
listing in the United Kingdom under Part VI of the Financial
Services and Markets Act 2000
"United States of America", "US" the United States of America, its territories and possessions,
or "United States" any state of the United States of America, the District of
Columbia, and all other areas subject to its jurisdictions
"Voting Record Time" 6.00 p.m. two days prior to the GPG EGM
"#" or "Sterling" pounds sterling and references to "pence" and "p" shall be
construed accordingly
This information is provided by RNS
The company news service from the London Stock Exchange
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