RNS Number:4914I
Kondar Limited
10 March 2003
KONDAR LIMITED AND ENIC PLC, 10 March 2003
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Recommended cash offer to acquire ENIC plc ('ENIC') for #40.3 million
to be made by Shore Capital and Corporate Limited
on behalf of Kondar Limited ('Kondar')
The board of Kondar and the Independent Directors of ENIC announce that they
have today agreed the terms of a recommended cash offer, to be made by Shore
Capital and Corporate Limited, on behalf of Kondar, to acquire the entire issued
share capital of ENIC.
The offer will be 40 pence in cash for each ENIC Share ('Offer') and will value
the entire issued share capital of ENIC at #40.3 million.
While Kondar has no plans for ENIC to dispose of its interest in Tottenham
Hotspur plc, ENIC Shareholders who validly accept the Offer will be issued with
a certificate pursuant to a deed poll entitling them in certain circumstances to
participate in any sale of this interest to a third party following the Offer
becoming or being declared unconditional in all respects. Further details of
these arrangements are set out in the following announcement.
The Offer will represent a premium of 60 per cent. to the closing middle market
price of 25 pence per ENIC Share on 21 February 2003, the last dealing day prior
to the announcement that the Company was in discussions with respect to a
possible offer. The Offer will also represent a premium of 30.7 per cent. to
the average closing middle-market quotation of 30.6 pence per ENIC Share over
the six months prior to commencement of the Offer Period.
Kondar, a private limited company registered in England and Wales, was
incorporated on 9 October 2002 for the purpose of making the Offer. The sole
director of Kondar is Daniel Levy who has not been involved in the consideration
of the Offer by the Independent Directors nor in their decision to recommend the
Offer.
Kondar has received irrevocable undertakings to accept the Offer from the
Concert Party (comprising the family interests of Charles Lewis and Daniel Levy
who are treated by the Panel as acting in concert under the City Code and who
already own, in aggregate, 51.66 per cent. of the issued share capital of ENIC)
and the Independent Directors in respect of, in aggregate, 52,312,658 ENIC
Shares representing 51.94 per cent., of ENIC's issued share capital.
The Independent Directors, who have been so advised by WestLB Panmure, consider
the terms of the Offer to be fair and reasonable so far as ENIC Shareholders are
concerned and unanimously recommend ENIC Shareholders to accept the Offer. In
providing advice to the Independent Directors, WestLB Panmure has placed
reliance upon the Independent Directors' commercial assessments.
Daniel Levy, the managing director of Kondar, said, "This Offer presents ENIC
Shareholders with a good opportunity to realise their investment for cash, with
certainty, at a very substantial premium to the share price prior to the
announcement that discussions were taking place."
Stephen Davidson, the Chairman of ENIC, said, "The Independent Directors believe
that the Offer gives ENIC Shareholders an opportunity to realise their
investment in ENIC at a fair and reasonable price and at a time when prospective
investment in the football sector carries a high degree of risk."
ENIC has also today announced its interim results for the six months ended 31
December 2002.
This summary should be read in conjunction with the full text of the following
announcement and its appendices.
Press Enquiries:
Shore Capital (Financial Adviser to Kondar)
Graham Shore 020 7408 4090
Alex Borrelli
WestLB Panmure (Financial Adviser to ENIC)
Nicholas Wells 020 7020 5201
Frank Malone
Holborn (Public Relations Adviser)
John Bick 020 7929 5599
This Announcement does not constitute an offer or an invitation to purchase any
securities. The laws of the relevant jurisdiction may affect the availability
of the Offer to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
ENIC Shareholders will be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any of those countries. Accordingly,
neither this Announcement nor the Offer Document nor the Form of Acceptance is
being, and must not be, mailed or otherwise forwarded, transmitted, distributed
or sent in, into or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All ENIC
Shareholders or other persons (including, without limitation, nominees, trustees
or custodians) who would or otherwise intend to, or may have a contractual or
legal obligation to, forward this Announcement or the Offer Document or the Form
of Acceptance to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.
Shore Capital and Corporate Limited, which is regulated by the Financial
Services Authority in the conduct of its investment business in the United
Kingdom, is acting exclusively for Kondar and no one else in connection with the
Offer and will not regard any other person as its client or be responsible to
anyone other than Kondar for providing the protections afforded to clients of
Shore Capital and Corporate Limited nor for giving advice to any such person in
relation to the Offer.
WestLB Panmure, which is regulated by the Financial Services Authority in the
conduct of its investment business in the United Kingdom, is acting exclusively
for ENIC and no one else in connection with the Offer and will not regard any
other person as its client or be responsible to anyone other than ENIC for
providing the protections afforded to clients of WestLB Panmure nor for giving
advice to any such person in relation to the Offer.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Recommended cash offer to acquire ENIC plc ('ENIC') for #40.3 million
to be made by Shore Capital and Corporate Limited
on behalf of Kondar Limited ('Kondar')
10 March 2003
1. Introduction
The board of Kondar and the Independent Directors of ENIC announce that they
have today agreed the terms of a recommended cash offer, to be made by Shore
Capital, on behalf of Kondar, to acquire the entire issued share capital of
ENIC.
2. The Offer
On behalf of Kondar, Shore Capital will offer to acquire, on the terms and
subject to the conditions set out in Appendix I to this Announcement and in the
formal Offer Document sent to shareholders today and in the Form of Acceptance,
the whole of the issued share capital of ENIC on the following basis:
for each ENIC Share 40 pence in cash
The Offer will value the entire issued share capital of ENIC at #40.3 million
and will represent a premium of 60 per cent. to the closing middle market price
of 25 pence per ENIC Share on 21 February 2003, the last dealing day prior to
the announcement that the Company was in discussions with respect to a possible
offer.
While Kondar has no plans for ENIC to dispose of its interest in Tottenham
Hotspur plc, following the Offer becoming or being declared unconditional in all
respects, all ENIC Shareholders who validly accept the Offer will be issued with
a certificate pursuant to a deed poll entitling them to participate in any sale
of ENIC's interest in Tottenham Hotspur plc to a third party to the extent that
the sale price exceeds 18 pence per share where the sale is completed within the
18 month period from the date of the Offer Document. If such a sale is made,
accepting ENIC Shareholders will receive their proportionate share of the excess
proceeds, calculated after providing for their proportionate share of all costs
of such sale and applicable taxes, in cash. To the extent, however, that ENIC
or its affiliates subscribe for or purchase shares in Tottenham Hotspur plc
during this period of 18 months and also make a sale of such shares, such sale
will be regarded first of the shares so acquired and only to the extent that
more than this number is sold will the provisions relating to additional
consideration apply. The terms of the deed poll will be set out in the Offer
Document.
The conditions of the Offer are set out in Appendix I to this Announcement and
in the Offer Document.
3. Information on Kondar, Joseph Lewis and Daniel Levy
Kondar, a private limited company registered in England and Wales, was
incorporated on 9 October 2002 for the purpose of making the Offer. The sole
director of Kondar is Daniel Levy. Kondar has an authorised share capital of
#1,000 in ordinary shares of 1 pence each, all of which have been issued fully
paid, and is wholly owned by Criales Holdings Limited, a company incorporated in
the Bahamas. Criales is ultimately owned by the family interests of Joseph
Lewis as to 68.68 per cent. and the family interests of Daniel Levy as to 31.32
per cent.
Joseph Lewis, aged 66, is a British citizen and a Bahamian resident. Other
members of his family are interested in ENIC as set out in the Offer Document.
He is interested, as the principal shareholder in Sweetland Limited, in a
holding of 46,455,300 ordinary shares in Paradigm Media Investments Plc,
representing 29.85 per cent of the issued share capital. He has no other
disclosable interests in public companies. He has business interests in the UK,
in partnership with Daniel Levy, in a textile company with an annual turnover of
less than #5 million and various interests in commercial and residential
properties for both development and investment. Outside of the UK, he has
private equity holdings held as investments in a number of businesses,
particularly in North America, but does not manage any of these interests. He
is the father of Charles Lewis.
Daniel Levy, aged 41, is managing director of ENIC. He is also chairman of
Tottenham Hotspur plc, in which ENIC has a 29.8 per cent. interest, and of
Paradigm in which, in certain circumstances, he could have an interest.
Tottenham is listed on the Official List of the UKLA with a market
capitalisation as at the close of business on 7 March 2003 of approximately
#17.3 million. Tottenham's principal asset is Tottenham Hotspur FC which is
currently ninth in the Premier League. The audited results of Tottenham for the
year ended 30 June 2002 showed profit before tax of #0.9 million on turnover of
#65.0 million and its net assets at that date amounted to #37.7 million. The
unaudited results of Tottenham for the six months ended 31 December 2002 showed
a loss before tax of #8.6 million on turnover of #32.8 million and its net
assets as at that date amounted to #29.0 million.
Paradigm was admitted to trading on AIM in March 2000 and it has, at the close
of business on 7 March 2003, a market capitalisation of approximately #8.2
million. Paradigm was established as an investment company but, following the
changed conditions in investment markets since 2000, has no investments and
holds its assets in cash. As set out in a recent circular to its shareholders,
its future is currently being reviewed by its board following a recent buyback.
The audited results of Paradigm for the year ended 30 June 2002 showed profit
before tax of #295,747 on nil turnover and its net assets as at that date (which
was prior to the buyback) amounted to #21.2 million.
Further information on Joseph Lewis, Daniel Levy and their respective family
interests is set out in the Offer Document.
The Concert Party (whose members are treated as acting in concert under the City
Code) hold ENIC Shares representing 51.66 per cent. of the issued share capital
of ENIC. The Concert Party comprises the Charles Lewis sub-concert party and
the Daniel Levy sub-concert party.
4. Responsibility for considering the Offer
Daniel Levy and Matthew Collecott, ENIC's managing director and finance director
respectively, have taken no part in the consideration of the Offer by the
Independent Directors nor in their decision to recommend the Offer. This
reflects Daniel Levy's involvement, through his being the sole director of, and
his family's interests in, Kondar and Kondar's intention to retain Matthew
Collecott as ENIC 's finance director, on his existing terms, upon the Offer
becoming or being declared wholly unconditional. Stephen Davidson, Giles
Hargreave and Barbara Thomas are non-executive directors of ENIC and for the
purposes of the Offer comprise the Independent Directors who have taken
responsibility for considering the Offer. The Independent Directors have no
interest in Kondar and are not connected with the Offer.
5. Irrevocable undertakings to accept the Offer
Irrevocable undertakings to accept the Offer have been received in respect of,
in aggregate, 52,312,658 ENIC Shares, representing 51.94 per cent. of ENIC's
issued share capital, from:
* the members of the Charles Lewis sub-concert party (comprising
Pan-Caribbean Investments Inc., Duval Corporation, Fleur Corporation, Peonies
Limited, Ative Inc. and Waymark Inc.) in respect of, in aggregate, 40,378,169
ENIC Shares, representing 40.09 per cent. of ENIC's issued share capital;
* the members of the Daniel Levy sub-concert party (comprising
Daniel Levy, Walburg Holdings Limited and Larkin Limited) in respect of, in
aggregate, 11,651,745 ENIC Shares, representing 11.57 per cent. of ENIC's issued
share capital; and
* the Independent Directors in respect of, in aggregate, 282,744
ENIC Shares representing 0.28 per cent. of ENIC's issued share capital.
The Concert party comprises the Charles Lewis sub-concert party and the Daniel
Levy sub-concert party who are treated by the Panel as acting in concert under
the City Code.
These undertakings continue to be binding in the event of a competing offer for
ENIC.
6. Information on ENIC
ENIC is the holding company for a number of interests in the fields of sports,
gaming and media and entertainment, in both the UK and internationally. ENIC's
sports division comprises interests in football clubs AEK Athens, FC Basel,
Glasgow Rangers, Slavia Prague, Tottenham Hotspur FC and Vicenza Calcio. Its
gaming and media division has interests in Autonomy Corporation Plc, Paradigm
Media Investments PLC and UKbetting plc. The entertainment division has an
interest in Warner Bros. Studio Stores Limited and an interest related to the
former operation of Warner Bros. Stage 16 Restaurant in Las Vegas, USA. ENIC
shares are traded on the Alternative Investment Market of the London Stock
Exchange and on the Bourse de Luxembourg.
ENIC was incorporated in 1920 and operated for much of its history as an
investment trust. In May 1998 a new management team began a radical
reconstruction of the ENIC Group following the acquisition of WBSS and a number
of the football interests. Since that date the ENIC Group has developed to
embrace the three divisions currently held.
Whilst ENIC Shares have at times in the past five years received strong support,
difficult conditions across the ENIC Group's three divisions and a change in
stock market sentiment have led to a significant reduction in the market
capitalisation of ENIC, well below the level seen in early 2000, with ENIC
Shares trading at a substantial discount to the reported net assets of the ENIC
Group as at 31 December 2002.
As disclosed in its financial statements for the year ended 30 June 2002, ENIC
reported a loss before taxation of #8.2 million on a turnover of #26.7 million
as compared to a loss of #14.8 million on turnover of #57.9 million for the year
ended 30 June 2001. The net assets of ENIC at 30 June 2002 were #50.8 million
including intangible assets of #14.9 million.
ENIC announced today its unaudited interim results for the six months ended 31
December 2002 which show a loss before taxation of #9.4 million on turnover of
#4.8 million. The net assets of ENIC as at 31 December 2002 were #41.3 million
including intangible assets of #11.5 million.
Further financial information on ENIC will be set out in the Offer Document.
7. Background to and reasons for recommending the Offer
Through its shareholdings in Tottenham Hotspur plc, Glasgow Rangers plc, Slavia
Prague, FC Basel, AEK Athens and Vicenza, a substantial amount of ENIC 's assets
are connected with the football sector, a sector which has experienced
significant change over the past year. Many of Europe's football clubs are
suffering from lower than expected media and broadcasting revenues and, together
with the Bosman ruling which enables players to leave clubs free of charge upon
expiry of their contracts, this has resulted in a sharp decline in the prices
achievable in the player transfer market, traditionally a source of windfalls
and funding for many football clubs. The uncertainty surrounding future
broadcasting revenues has been illustrated by the collapse of ITV Digital in the
UK and the deterioration of rights markets throughout Europe.
The Independent Directors have noted the recent funding requirements of many of
the clubs in which ENIC has investments (in particular those of Glasgow Rangers,
AEK Athens, Slavia Prague and Vicenza) and believe that, in the near future, it
may become necessary for ENIC to invest further cash in order to fund and
protect the future value of its football investments. In addition, the share
price of Tottenham Hotspur plc has declined significantly since ENIC acquired
its stake in December 2000.
At 31 December 2002, ENIC had net cash resources of #26.5 million and its other
investments largely comprised minority shareholdings in small publicly quoted
businesses, the shares of which are traded in relatively illiquid markets.
Against the uncertain background of the football sector, the Independent
Directors believe that it would be inappropriate to use ENIC's cash resources to
invest further in the football sector without offering ENIC Shareholders the
opportunity of a cash exit at a fair price. Such an exit would enable
individual ENIC Shareholders to make their own investment decisions regarding
the football sector and other sectors in which ENIC currently has investments.
Furthermore, the Independent Directors believe that UK institutional investors
are increasingly reluctant to invest in companies with small market
capitalisations and that this will continue to have a material impact on ENIC's
share price, and those of ENIC 's publicly quoted minority holdings for the
immediate future.
In view of the above factors, the Independent Directors believe that the
prospects for material growth in the ENIC share price are limited and have
concluded that ENIC Shareholders are unlikely to be in a position to realise the
same value as that represented by the terms of the Offer in the medium term if
ENIC were to remain a publicly quoted company. As such, the Independent
Directors believe that the Offer gives ENIC Shareholders an opportunity to
realise their investment in ENIC at a fair and reasonable price.
8. Kondar's strategy for ENIC
Following the Offer becoming unconditional, Kondar intends to continue to manage
the ENIC Group's portfolio of investments actively while rationalising its
interests and to dispose of interests which it does not wish to continue to
fund. Kondar has no plans to dispose of ENIC's interest in Tottenham Hotspur
plc.
Kondar's offer will be conditional upon Kondar receiving acceptances giving it
ownership of not less than 75 per cent. of the issued share capital of ENIC.
9. Cancellation of trading on AIM, compulsory acquisition of
ENIC Shares and re-registration of ENIC
As soon as it is appropriate to do so, and subject to the Offer becoming or
being declared unconditional in all respects, Kondar intends to procure that
ENIC applies for cancellation of the trading of ENIC Shares on AIM and on the
Bourse de Luxembourg. It is anticipated that such cancellation will take effect
no earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects. The cancellation of trading on AIM and on the
Bourse de Luxembourg would significantly reduce the liquidity and marketability
of any ENIC Shares not assented to the Offer.
Upon Kondar receiving acceptances under the Offer in respect of 90 per cent. or
more of ENIC Shares to which the Offer relates, Kondar intends to exercise its
rights pursuant to the provisions of Sections 428 to 430(F) of the Act to
acquire compulsorily any outstanding ENIC Shares not acquired or agreed to be
acquired by Kondar pursuant to the Offer.
It is proposed that, subject to the Offer becoming or being declared
unconditional in all respects, ENIC will be re-registered as a private company.
10. Recommendation
The Independent Directors, who have been so advised by WestLB Panmure, consider
the terms of the Offer to be fair and reasonable so far as ENIC Shareholders are
concerned and unanimously recommend ENIC Shareholders to accept the Offer as
they have irrevocably undertaken to do (or procure to be done) in respect of
their own holdings amounting to, in aggregate, 282,744 ENIC Shares, representing
0.28 per cent. of the issued share capital of ENIC. In providing advice to the
Independent Directors, WestLB Panmure has placed reliance upon the commercial
assessments of the Independent Directors.
11. Financing of the Offer
Kondar has the benefit of a committed banking facility from HSBC Republic Bank
which is now available for drawdown. Joseph Lewis and Daniel Levy have provided
(or arranged the provision of) security and guarantees in support of that
banking facility in proportion to the ownership interests in Criales of their
respective families. The terms of the banking facility do not depend on the
business of ENIC for the payment of interest on, or the repayment of or security
for, any liability incurred under it. There is no agreement, arrangement or
understanding for any ENIC Shares acquired pursuant to the Offer to be
transferred to any other person.
Shore Capital is satisfied that the necessary financial resources are available
to Kondar to enable it to satisfy full acceptance of the Offer. Full acceptance
of the Offer would involve a maximum cash payment of approximately #40.3
million.
12. Current trading
ENIC Shareholders' attention is drawn to the interim results of ENIC which were
announced today.
13. Management and employees
Kondar has confirmed to the Independent Directors that, upon the Offer becoming
or being declared unconditional in all respects, the existing employment rights
(including pension rights) of all employees of ENIC will be fully safeguarded.
The Independent Directors have agreed that, following the Offer becoming or
being declared wholly unconditional they will resign from the Board of ENIC. No
compensation is payable to any of the Independent Directors pursuant to such
resignations.
14. Offer Document
The Offer Document, setting out details of the Offer and enclosing the Form of
Acceptance, has been despatched to ENIC Shareholders today.
15. Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any of those countries. Accordingly,
neither this Announcement nor the Offer Document nor the Form of Acceptance is
being, and must not be, mailed or otherwise forwarded, transmitted, distributed
or sent in, into or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All ENIC
Shareholders or other persons (including, without limitation, nominees, trustees
or custodians) who would or otherwise intend to, or may have a contractual or
legal obligation to, forward this Announcement or the Offer Document or the Form
of Acceptance to any jurisdiction outside the United Kingdom, should refrain
from doing so and seek appropriate professional advice before taking any action.
16. General
Daniel Levy accepts responsibility for the information contained in this
Announcement other than for the recommendation and related opinions of the
Independent Directors. Subject as aforesaid, to the best of the knowledge and
belief of Daniel Levy (who has taken all reasonable care to ensure that such is
the case), the information contained in this Announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of ENIC accept responsibility for the information contained in
this Announcement relating to the ENIC Group, the directors of ENIC and members
of their immediate families, related trusts and persons connected with them
(within the meaning of section 346 of the Act) and (save in the case of Messrs.
Levy and Collecott) for the recommendation and related opinions of the
Independent Directors contained in this Announcement. The Independent Directors
accept responsibility for the recommendation and the related opinions of the
Independent Directors. To the best of the knowledge and belief of the directors
of ENIC and the Independent Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Press Enquiries:
Shore Capital (Financial Adviser to Kondar)
Graham Shore 020 7408 4090
Alex Borrelli
WestLB Panmure (Financial Adviser to ENIC)
Nicholas Wells 020 7020 5201
Frank Malone
Holborn (Public Relations Adviser)
John Bick 020 7929 5599
This Announcement does not constitute an offer or an invitation to purchase any
securities. The laws of the relevant jurisdiction may affect the availability
of the Offer to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
ENIC Shareholders will be contained in the Offer Document.
Shore Capital and Corporate Limited, which is regulated by the Financial
Services Authority in the conduct of its investment business in the United
Kingdom, is acting exclusively for Kondar and no one else in connection with the
Offer and will not regard any other person as its client or be responsible to
anyone other than Kondar for providing the protections afforded to clients of
Shore Capital and Corporate Limited nor for giving advice to any such person in
relation to the Offer.
WestLB Panmure, which is regulated by the Financial Services Authority in the
conduct of its investment business in the United Kingdom, is acting exclusively
for ENIC and no one else in connection with the Offer and will not regard any
other person as its client or be responsible to anyone other than ENIC for
providing the protections afforded to clients of WestLB Panmure nor for giving
advice to any such person in relation to the Offer.
APPENDIX I
The Offer
The Offer is subject to the following conditions:
(a) Kondar having acquired, or agreed to acquire, whether
pursuant to the Offer or otherwise, by not later than 3.00 p.m. on 31 March
2003, being the first closing date of the Offer (or such later time and/or date
(s) as Kondar may, subject to the rules of the City Code, decide) ENIC Shares
carrying in aggregate not less than 75 per cent.(or such lesser percentage,
being more than 50 per cent., as Kondar may decide) of the voting rights then
normally exercisable at general meetings of ENIC, including for this purpose to
the extent (if any) required by the Panel, any such voting rights attaching to
any ENIC Shares that may be unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances (whether pursuant to the
exercise or conversion, option or subscription rights or otherwise); for this
purpose ENIC Shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue;
(b) Kondar not having discovered or otherwise become aware prior to the
date when the Offer would otherwise have become or been declared unconditional
that the Secretary of State for Trade and Industry intends to refer the proposed
acquisition of ENIC by Kondar, or any matters arising there from, to the
Competition Commission;
(c) following the publication of the Offer Document, no event occurring
which, under any provision of any arrangement, agreement or other instrument to
which any member of the ENIC Group is a party, or by or to which any such
member, or any of its assets, may be bound, entitled or subject, could result in
(but only if and to the extent that the result would be material and adverse in
the context of the ENIC Group taken as a whole):
(i) any monies borrowed by or other indebtedness (actual or
contingent) of any such member becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in such
arrangement, agreement or instrument, or the ability of any such member to incur
any indebtedness being withdrawn or inhibited; or
(ii) any such arrangement, agreement or other instrument being
terminated or adversely modified or affected, or any material adverse action
being taken, or any onerous obligation arising, thereunder; or
(iii) the business of any such member with, or the interests of
any such member in, any other person (or any arrangements relating to such
business or interest) being terminated or adversely modified or affected; or
(iv) any such member ceasing to be able to carry out business
under any name under which it presently carries on business; or
(v) any asset or interest of, or any asset the use or operation
of which is enjoyed by, any such member being or falling to be disposed of or
charged, or ceasing to be available to any such member, or any right arising
under which any such asset or interest could be required to be so disposed of or
charged, or will or could cease to be so available; or
(vi) 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 the same (whenever arising or having arisen) becoming
enforceable; or
(vii) the creation of liabilities, whether actual or contingent,
of any such member or there being adversely prejudiced or affect to the value or
financial or trading position of any such member;
(d) following the publication of the Offer Document no
government or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body or authority or trade agency or professional
association or any sports regulatory body, association or agency, court or
institution or any other person or body whatsoever in any jurisdiction (each of
the foregoing being a ''Relevant Body'') instituting, implementing or
threatening (or deciding upon the same) any action, proceeding, suit,
investigation, reference or enquiry, or enacting, making or proposing any
statute, regulation, order or decision or requiring any action to be taken or
information to be provided or otherwise taking or refraining from taking any
other step, and there not continuing to be in force any statute, regulation,
order or decision thereof, which in any case would or might:
(i) make the Offer, its implementation or any acquisition or
any proposed acquisition of any ENIC Shares by Kondar void, voidable,
unenforceable or illegal under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrict, restrain, prohibit, challenge, delay or
interfere with the implementation, or impose additional conditions or
obligations with respect to, any of the foregoing; or
(ii) require, prevent, or in a material respect delay, restrict
or alter the proposed terms for the divestiture by Kondar of any shares or other
securities of ENIC or require, prevent, or in a material respect delay, restrict
or alter the proposed terms for the divestiture by any member of the ENIC Group
of all or any material part of its business, assets or property or impose any
material limitation on the ability of any of them to conduct or to own their
respective businesses or any material part thereof, or to own, use or operate
any of the respective assets or properties owned by, or the use or operation of
which is enjoyed by, any of them, or any material part thereof, or result in any
of them ceasing to be able to carry on business, or being restricted in its
carrying on business, under any name under which it currently does so, in any
such case which would be material and adverse in the context of the ENIC Group
taken as a whole; or
(iii) impose any material limitation on the ability of Kondar or
any member of the ENIC Group directly or indirectly, to acquire or hold any
rights of ownership of shares or other securities (or the equivalent) in any
member of the ENIC Group or to exercise effectively any such rights of ownership
or to exercise management or voting control over ENIC or any member of the ENIC
Group; or
(iv) otherwise affect the business, profits or prospects of any
member of the ENIC Group in a manner which would be material and adverse in the
context of the ENIC Group taken as a whole;
and all applicable waiting or other time periods during which any Relevant Body
could take, institute, implement or threaten any such action, proceeding, suit,
investigation, reference or enquiry having expired, lapsed or been terminated;
(e) following the publication of the Offer Document all
authorisations, memberships, orders, grants, recognitions, confirmations,
determinations, consents, clearances, licences, permissions and approvals
necessary for or in respect of the Offer the acquisition or proposed acquisition
of any ENIC Shares by Kondar, (each of the foregoing being a ''Relevant
Authorisation'') remaining in full force and effect, and there being no written
notice of any intention to revoke, modify, restrict, suspend or not to renew any
of the same;
(f) no member of the ENIC Group, following the publication of
the Offer Document:
(i) making any alteration to its Memorandum or Articles of
Association or (in the case of any other member of the ENIC Group) any
alteration to its Memorandum or Articles of Association or other constitutional
documents which is or might reasonably be considered to be material and adverse
in the context of the ENIC Group taken as a whole; or
(ii) other than to ENIC or a wholly owned subsidiary of ENIC,
issuing or agreeing to issue additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities or any loan
capital or redeeming, purchasing or reducing any part of its share capital; or
(iii) recommending, declaring, paying or making any dividend,
bonus or other distribution, whether in cash or otherwise (other than to ENIC or
a wholly owned subsidiary of ENIC); or
(iv) authorising or effecting any merger or demerger or (other
than in the ordinary course of business) acquisition or disposal of, or any
charge or encumbrance or other security interest in respect of, any material
assets or shares or material interest in any undertaking or any change in its
share or loan capital in any such case which would be material and adverse in
the context of the ENIC Group taken as a whole; or
(v) (other than to ENIC or a wholly owned subsidiary of ENIC)
issuing, authorising or proposing the issue of any debentures or securities or,
save in the ordinary course of business, incurring or increasing any
indebtedness or contingent liability which is (alone or in aggregate) material
in the context of the ENIC Group taken as a whole; or
(vi) entering into or varying, or authorising, proposing or
announcing its intention to enter into or vary, any contract, transaction or
commitment (whether in respect of capital expenditure or any other matter) which
is of an onerous or unusual nature or magnitude or which is, will be or could be
restrictive in a material respect on the business of ENIC or any member of the
ENIC Group or which involves or will or could involve an obligation of such a
nature or magnitude in any such case which would be material and adverse in the
context of the ENIC Group taken as a whole; or
(vii) entering into, implementing or effecting, or authorising,
proposing or announcing its intention to enter into, authorise, propose,
implement or effect, any contract, transaction, reconstruction, amalgamation or
other scheme or arrangement, otherwise than in the ordinary course of business
in any such case which would be material and adverse in the context of the ENIC
Group taken as a whole; or
(viii) entering into or varying the terms of, or making any offer
(remaining capable of acceptance) to enter into or vary the terms of, any
contract, agreement or arrangement with any of the Independent Directors; or
(ix) waiving or compromising any claim other than in the ordinary
course of business in any such case which would be material and adverse in the
context of the ENIC Group taken as a whole; or
(x) taking or proposing any action or having any proceedings
instituted, threatened or proposed against it for its winding-up (voluntary or
not), dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar or analogous officer
of all or any of its assets or revenue or any similar or analogous proceedings
in any jurisdiction; or
(xi) being unable, or admitting that it is unable, to pay its
debts or stopping or suspending (or threatened to stop or suspend) payment of
its debts or ceasing (or threatening to cease) carrying on all or any
substantial part of its business; or
(xii) entering into any contract, commitment, agreement or
arrangement with respect to any of the transactions or events referred to in
this condition, or passing any resolution, with respect to any of the same in
any such case which would be material and adverse in the context of the ENIC
Group taken as a whole;
which, in the case of any of sub-clauses (i) to (xii) could have a material and
adverse effect in the context of the ENIC Group taken as a whole.
(g) following the publication of the Offer Document:
(i) there being no adverse change or deterioration in the
business or financial or trading position or profits or prospects or assets of
any member of the ENIC Group occurring which is material in the context of the
ENIC Group taken as a whole; or
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings (whether as claimant, defendant or otherwise), and no
investigation or enquiry by, or complaint or reference to, any Relevant Body,
being instituted, announced or threatened against or in respect of any member of
the ENIC Group or judgment, order or award being obtained in respect thereof
which might reasonably be expected to be material in the context of the ENIC
Group taken as a whole; or
(iii) having any steps taken which are likely to result in the
withdrawal, cancellation, termination or adverse modification of any Relevant
Authorisation held by any member of the ENIC Group in circumstances where such
withdrawal, cancellation, termination or adverse modification could or might
reasonably be expected to have a material adverse effect upon the ENIC Group
taken as a whole; or
(iv) no contingent liability having arisen which could or might
reasonably be expected adversely to affect any member of the ENIC Group and
which is material in the context of the ENIC Group taken as a whole;
Kondar reserves the right to waive, in whole or in part, all or any of
conditions (b) to (g) inclusive. If Kondar is required by the Panel to make an
offer or offers for ENIC Shares under the provisions of Rule 9 of the Code,
Kondar may make such alterations to any of the above conditions as are necessary
to comply with the provisions of that Rule.
The Offer will lapse unless conditions (b) to (g) inclusive have been fulfilled
or satisfied or (if capable of waiver) waived by midnight on the twenty-first
day after the date on which condition (a) is fulfilled or after the first
closing date of the Offer whichever is the later (or in each case such later
date as the Panel may agree), provided that Kondar shall be under no obligation
to waive or treat as fulfilled any of conditions (b) to (g) (inclusive) by a
date earlier than the date specified above for the fulfillment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfillment.
The Offer will lapse if, before the later of the first closing date of the Offer
and the time and date on which the Offer becomes or is declared unconditional as
to acceptances, the Offer is referred to the Competition Commission.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context
otherwise requires:
"Acquisition" the proposed acquisition by Kondar of ENIC
"Act" the Companies Act 1985 (as amended)
"AIM" the Alternative Investment Market of the London Stock Exchange
"Announcement" this announcement made on 10 March 2003
"Australia" the Commonwealth of Australia, its territories and possessions.
"Board of ENIC" or "ENIC Board" the board of directors of ENIC
"business day" a day, not being a Saturday or Sunday, on which banks in the City of
London are typically open for business
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political subdivision thereof
"Charles Lewis sub-concert party" Pan-Caribbean Investments Inc., Duval Corporation, Fleur Corporation,
Peonies Limited, Waymark Inc. and Ative Inc.
"City Code" the City Code on Takeovers and Mergers
"Concert Party" the Charles Lewis sub-concert party and the Daniel Levy sub-concert
party
"Criales" Criales Holdings Limited, a company incorporated in the Bahamas which
owns all the shares in Kondar
"Daily Official List" the daily official list of the UK Listing Authority
"Daniel Levy sub-concert party" Daniel Levy, Larkin Limited and Walburg Holdings Limited
"Deed Poll" a deed poll executed by Kondar on 10 March 2003 providing for Kondar to
make additional payments to accepting ENIC Shareholders in the event of
the sale of interests in Tottenham Hotspur plc to a third party at a
price exceeding 18 pence per share during the period ending 9 September
2004 as summarised in the Offer Document
"ENIC" or the "Company" ENIC PLC (registered in England with registered number 164062)
"ENIC Group" ENIC and its subsidiaries and associated undertakings
"ENIC Shareholders" holders of ENIC Shares
"ENIC Shares" the existing issued or unconditionally allotted and fully paid ordinary
shares of 2.5 pence each and any further such shares which are
unconditionally allotted and/or issued and fully paid (or credited as
fully paid) before the date on which the Offer close (or such earlier
date(s) as Kondar may, subject to the City Code, decide)
"Form of Acceptance" the form of acceptance and authority which accompanies the Offer
Document for use in connection with the Offer
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"Independent Directors" Stephen Davidson, Barbara Thomas and Giles Hargreaves
"Japan" Japan, its cities and prefectures, territories and possessions
"Kondar" or "Offeror" Kondar Limited (registered in England with registered number 04558176)
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer to be made by Shore Capital on behalf of
Kondar to acquire all of the issued share capital of ENIC on the terms
and subject to the conditions set out in the Offer Document and the Form
of Acceptance, and including, where the context so permits, any
subsequent revision, variation extension or renewal of such offer
"Offer Document" the document being sent to ENIC Shareholders today containing the Offer
"Offer Period" the period commencing on (and including) 24 February 2003 until (i) 3.00
p.m. on 31 March 2003; or (ii) the time at which the Offer is closed,
whichever shall be the latest, and "Offer period" shall be construed
accordingly
"Panel" the Panel on Takeovers and Mergers
"Paradigm" Paradigm Media Investments Plc
"Shore Capital" Shore Capital and Corporate Limited, regulated by the FSA
"Tottenham" Tottenham Hotspur plc
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UKLA" The Financial Services Authority acting in its capacity as the competent
authority for the purposes of Part VI of the FSMA
"uncertificated" or "in recorded on the relevant register of the share or security concerned as
uncertificated form" being held in uncertificated form in CREST and title to which, by virtue
of the Regulations, may be transferred by means of CREST
"United States or US" the United States of America (including the states of the United States
and District of Columbia), its possessions and territories and all areas
subject to its jurisdiction
"WestLB Panmure" WestLB Panmure Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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