RNS No 7889f
ACTIVE IMAGING PLC
24th November 1997
PART 2
APPENDIX
CONDITIONS OF THE OFFERS
Conditions of the Active Imaging Ordinary Share Offer
The Active Imaging Ordinary Share Offer is subject to the
following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 15 December 1997 (or
such later time(s) and/or date(s) as Silvermines may, subject to
the City Code, decide) in respect of not less than 90 per cent.
(or such lesser percentage as Silvermines may in its absolute
discretion decide) in nominal value of the Active Imaging Ordinary
Shares to which the Active Imaging Ordinary Share Offer relates,
provided that this condition will not be satisfied unless
Silvermines has acquired or agreed to acquire (pursuant to the
Active Imaging Ordinary Share Offer or otherwise), directly or
indirectly, Active Imaging Ordinary Shares carrying in aggregate
more than 50 per cent. of the voting rights then exercisable at
general meetings of Active Imaging; and, for this purpose, (i) the
expression 'the Active Imaging Ordinary Shares to which the Active
Imaging Ordinary Share Offer relates' shall be construed in
accordance with sections 428 to 430F of the Companies Act 1985
("the Act") and (ii) shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they
will carry upon issue;
(b) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 15 December 1997 (or
such later date(s) and/or time(s) as Silvermines may, subject to
the City Code, decide) in respect of not less than 90 per cent.
(or such lesser percentage as Silvermines may in its absolute
discretion decide) in nominal value of the Active Imaging 'A'
Preference Shares to which the Active Imaging 'A' Preference Share
Offer relates, and, for this purpose, the expression 'the Active
Imaging 'A' Preference Shares to which the Active Imaging 'A'
Preference Share Offer relates' shall be construed in accordance
with sections 428 to 430F of the Act;
(c) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 15 December 1997
(or such later date(s) and/or time(s) as Silvermines may,
subject to the City Code, decide) in respect of not less than
90 per cent. (or such lesser percentage as Silvermines may in
its absolute discretion decide) in nominal value of the
Active Imaging 'B' Preference Shares to which the Active
Imaging 'B' Preference Share Offer relates, and, for this
purpose, the expression 'the Active Imaging 'B' Preference
Shares to which the Active Imaging 'B' Preference Share Offer
relates' shall be construed in accordance with sections 428
to 430F of the Act;
(d) it being established in terms satisfactory to Silvermines
that the proposed acquisition of Active Imaging by
Silvermines or any matters arising therefrom will not be
referred to the Monopolies and Mergers Commission;
(e) the London Stock Exchange agreeing to admit the New
Silvermines Ordinary Shares to the Official List of the
London Stock Exchange and (unless the Panel agrees otherwise)
such admission becoming effective in accordance with
paragraph 7.1 of the Listing Rules of the London Stock
Exchange or, if Silvermines so determines and with the
consent of the Panel, the London Stock Exchange agreeing to
admit the New Silvermines Ordinary Shares to the Official
List of the London Stock Exchange subject only to (i) the
allotment of such New Silvermines Ordinary Shares and (ii)
the Offers becoming or being declared unconditional in all
respects;
(f) the Irish Stock Exchange agreeing to admit the New
Silvermines Ordinary Shares to the Official List of the Irish
Stock Exchange and (unless the Panel agrees otherwise) such
admission becoming effective in accordance with the Listing
Rules of the Irish Stock Exchange or, if Silvermines so
determines and with the consent of the Panel, the Irish Stock
Exchange agreeing to admit the New Silvermines Ordinary
Shares to the Official List of the Irish Stock Exchange
subject only to (i) the allotment of such New Silvermines
Ordinary Shares and (ii) the Offers becoming or being
declared unconditional in all respects;
(g) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court,
institution, investigative body, association, trade agency or
professional or environmental body or person with whom any
member of the wider Active Imaging Group or wider Silvermines
Group has entered into material contractual or other
relationship, or (without prejudice to the generality of the
foregoing) any other person or body in any jurisdiction
(each, a 'Regulatory Authority') having decided to take,
institute, implement or threaten any action, proceedings,
suit, investigation, enquiry or reference or enact, make or
propose any statute, regulation or order or otherwise taking
any other step or having done anything and there not being
outstanding any statute, legislation or order that would or
might:
(i) make the Offers or the acquisition by Silvermines of any
shares, directly or indirectly, in, or control of,
Active Imaging void, illegal or unenforceable or
otherwise restrain, prohibit, restrict, frustrate or
delay or impose material additional conditions or
obligations with respect thereto, or otherwise
challenge, hinder or interfere therewith;
(ii) require or prevent the divestiture by any member of
the wider Active Imaging Group or any member of the
wider Silvermines Group of all or any material portion
of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to
conduct all or any material portion of their respective
businesses or own all or any material portion of their
respective assets or properties;
(iii) impose any limitation on the ability of any
member of the wider Silvermines Group to acquire or to
hold or to exercise effectively, directly or indirectly,
any rights of ownership of shares or the equivalent in
any member of the wider Active Imaging Group or any
member of the wider Silvermines Group to exercise
management control over any such member of the wider
Active Imaging Group or of the wider Silvermines Group;
(iv) require any member of the wider Silvermines Group
or any member of the wider Active Imaging Group to offer
(other than under the Offers) to acquire any shares in
any member of the wider Active Imaging Group owned by
any third party;
(v) result in the withdrawal, refusal to renew or
threat of withdrawal or refusal to renew any licence or
permission necessary or appropriate in any jurisdiction
for the carrying on of the business, or any portion of
the business, of any member of the wider Active Imaging
Group or of the wider Silvermines Group which is
material in the context of the wider Active Imaging
Group or the wider Silvermines Group taken as a whole;
or
(vi) otherwise affect any or all of the business,
assets, profits or prospects of the wider Active Imaging
Group or the wider Silvermines Group taken as a whole in
a manner which is material or adverse;
and all applicable waiting and other time periods (including
extensions to them) during which such Regulatory Authority
could institute, implement or threaten any such action,
proceedings, suit, investigation, enquiry or reference or
otherwise intervene having expired, lapsed or been
terminated;
(h) all authorisations, orders, grants, consents, clearances,
licences, permissions, recognitions, confirmations,
certificates and approvals necessary or appropriate in any
jurisdiction for or in respect of the Offers, the proposed
acquisition of any shares or securities in, or control of,
Active Imaging by Silvermines or the carrying on of the
business, or any portion of the business, of any member of
the wider Active Imaging Group or of the wider Silvermines
Group, the allotment and issue of the New Silvermines
Ordinary Shares or Warrants or any matters arising therefrom
being obtained in terms reasonably satisfactory to
Silvermines from all appropriate Regulatory Authorities and
such authorisations, orders, grants, consents, clearances,
licences, permissions, recognitions, confirmations,
certificates and approvals remaining in full force and effect
and there being no intimation of any intention to revoke or
not to renew any of the same and all necessary filings having
been made, all appropriate waiting and other time periods
(including extensions thereto) under any applicable
legislation and regulations in any jurisdiction having
expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any jurisdiction in
respect of the Offers or the proposed acquisition of any
shares or securities in, or control of, Active Imaging by
Silvermines or any matter arising therefrom having been
complied with;
(i) appropriate assurances being received, in terms satisfactory
to Silvermines, from the relevant Regulatory Authorities that
the interests held by any member of the wider Active Imaging
Group under licences, leases, consents, permits and other
rights which are material in the context of the business of
any member of the wider Active Imaging Group other than
licences, leases, consents, permits and other rights
disclosed to Silvermines will not be adversely amended or
otherwise affected by the making or implementation of the
Offers or the proposed acquisition of any shares or
securities in, or control of, Active Imaging or any matters
arising therefrom, that such licences, leases, consents,
permits and other rights are in full force and effect and
that there is no intention to revoke or amend any of the
same;
(j) save as disclosed in writing to Silvermines prior to 22
November 1997 or as publicly announced by Active Imaging
since 31 December 1996 (being the date to which the latest
published audited report and accounts of Active Imaging were
made up) and prior to 22 November 1997, there being no
provision of any agreement, facility, instrument, permit,
franchise, licence or other arrangement to which any member
of the wider Active Imaging Group is a party or by or to
which it or any of its assets is, are or may be bound,
entitled or subject which, as a consequence of the making or
implementation of the Offers or the proposed acquisition of
any shares or securities in or control of Active Imaging or
because of a change in the management of Active Imaging or
any matters arising therefrom or otherwise, could or might
have any or all of the following results to an extent which
is material in the context of the wider Active Imaging Group
taken as a whole:
(i) any monies borrowed by, or any other indebtedness
of, any such member becoming repayable or capable of
being declared repayable immediately or prior to their
stated maturity or the ability of such member to borrow
monies or incur any indebtedness being withdrawn or
inhibited;
(ii) the creation of any mortgage, charge or other
security interest over the whole or any part of the
business, property or assets of any such member or any
such security (whenever arising or having arisen)
becoming enforceable;
(iii) any such agreement, facility, instrument,
permit, franchise, licence or other arrangement being
terminated or adversely modified, affected, amended or
varied or any action being taken or any obligation
arising thereunder;
(iv) any assets of any such member being disposed of or
charged or any right arising under which any such asset
could be required to be disposed of or charged other
than in the ordinary course of business;
(v) the interests of any such member in any firm, body
or person or any arrangements relating to such
interests, being terminated, modified, affected, amended
or varied;
(vi) the business of any such member with any firm, body or
person, or any arrangements relating to such business,
being terminated, modified, affected, amended or varied;
(vii) any such member ceasing to be able to carry on
business under any name under which it presently does
so; or
(viii) the financial or trading position of any member of
the wider Active Imaging Group being materially and
adversely affected;
(k) save as disclosed in writing to Silvermines prior to 22
November 1997 or as publicly announced by Active Imaging by
delivery of an announcement to the Company Announcements
Office of the London Stock Exchange prior to 22 November 1997
no member of the wider Active Imaging Group having since 31
December 1996:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class or issued or
authorised or proposed the issue of or granted
securities convertible into or rights, warrants or
options to subscribe for or acquire such shares or
convertible securities or redeemed, purchased or reduced
or announced any intention to do so or made any other
change to any part of its share capital;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or
other distribution otherwise than lawfully intra-group;
(iii) effected or authorised or proposed or announced its
intention to propose any merger or demerger or
acquisition or disposal or transfer of assets or shares
or any change in its share or loan capital;
(iv) issued or authorised or proposed the issue of any
debentures or incurred or increased any indebtedness or
contingent liability other than in the ordinary course
of business;
(v) disposed of or transferred, mortgaged or encumbered any
asset or any right, title or interest in any asset or
entered into or varied any contract, commitment,
reconstruction, amalgamation, transaction or arrangement
(whether in respect of capital expenditure or otherwise)
which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or
magnitude which is material, or authorised, proposed or
announced any intention to do so otherwise than in the
ordinary course of business;
(vi) waived or compromised any claim otherwise than in the
ordinary course of business;
(vii) entered into any agreement, contract, commitment or
arrangement which consents to or may result in the
restriction of the scope of the business of the wider
Active Imaging Group taken as a whole or any member of
the wider Silvermines Group;
(viii) entered into, or varied the terms of, any contract
or agreement with any of its directors;
(ix) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, trustee or similar
officer of all or any of its assets and revenues or
sought any form of rectification in relation to its
business, affairs or constitution;
(x) made any amendments to its memorandum or articles of
association;
(xi) entered into any contract, commitment or agreement or
made an offer which remains open for acceptance with
respect to any of the transactions or events referred to
in this condition (k);
(xii) been unable or admitted 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; or
(xiii) made or agreed or consented to any significant
change to the terms of the trust deeds constituting the
pension schemes established for its directors and/or
employees and/or their dependents or to the basis on
which qualification for or accrual of or entitlement to
such benefits or pensions are calculated or determined,
or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or
agreed or consented to any change of the trustees
involving the appointment of a trust corporation;
(l) save as disclosed in writing to Silvermines prior to 22
November 1997 or as publicly announced by Active Imaging by
delivery of an announcement to the Company Announcements
Office of the London Stock Exchange prior to 22 November
1997, since 31 December 1996:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or
threatened or become pending or remained outstanding by
or against any member of the wider Active Imaging Group,
its shareholders or officers or to which any member of
the wider Active Imaging Group or its shareholders or
officers is or may become a party (whether as plaintiff,
defendant or otherwise) which may have a material effect
on the wider Active Imaging Group taken as a whole;
(ii) no adverse change or deterioration having occurred in
the business, assets, financial or trading position,
profits or prospects of any member of the wider Active
Imaging Group which is material in the context of the
wider Active Imaging Group taken as a whole;
(iii) no contingent or other liability having arisen
which might be likely materially and adversely to affect
the wider Active Imaging Group taken as a whole; and
(iv) no inquiry or investigation having been made by or complaint
or reference having been made to any Regulatory Authority of a
material nature to the wider Active Imaging Group in respect of
any member of the wider Active Imaging Group and no such inquiry,
investigation, complaint or reference having been threatened or
instituted;
(m) Silvermines not having discovered that other than as
disclosed to it in writing by the wider Active Imaging Group
prior to 22 November 1997:
(i) any business, financial or other information concerning
any member of the wider Active Imaging Group disclosed
by or on behalf of any member of the wider Active
Imaging Group publicly or to Silvermines at any time
either contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained
therein not materially misleading;
(ii) any member of the wider Active Imaging Group is subject
to any material liability, actual or contingent, which
is not disclosed in the annual report and accounts of
Active Imaging for the financial period ended 31
December 1996;
(iii) any past or present member of the wider Active
Imaging Group has not complied with all applicable laws
of any relevant jurisdiction relating to environmental
matters which non-compliance would be likely to give
rise to any material liability (whether actual or
contingent) or cost on the part of the wider Active
Imaging Group;
(iv) there has been an emission, disposal, discharge,
deposit, spillage or leak of waste or hazardous or
harmful substances on or about or from any property now
or previously owned, occupied or made use of by any past
or present member of the wider Active Imaging Group
which would be likely to give rise to a material
liability (whether actual or contingent) or cost on the
part of any member of the wider Active Imaging Group;
(v) there is or is likely to be any material liability
(whether actual or contingent) or requirement on the
wider Active Imaging Group to make good, repair or
reinstate or clean up any property now or previously
owned, occupied or made use of by any past or present
member of the wider Active Imaging Group;
(vi) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect
of a product or process of manufacture or service or
materials used therein now or previously manufactured,
supplied, sold or carried out by any past or present
member of the wider Active Imaging Group, which claim or
claims would be likely to materially adversely affect
the wider Active Imaging Group taken as a whole;
(vii) there has been any material deterioration in the
financial, business or other affairs of any member of
the wider Active Imaging Group since 31 December 1996;
or
(viii) any of the directors has divulged any confidential
information relating to the affairs of the wider Active
Imaging Group other than in relation to the Offers or in
the normal course of business or pursuant to their
responsibilities under the City Code.
For the purposes of these conditions: the 'wider Silvermines
Group' means Silvermines and its subsidiaries, subsidiary
undertakings, associated undertakings and any other undertaking in
which Silvermines and such undertakings (aggregating their
interests) have a significant interest and 'the wider Active
Imaging Group' means Active Imaging and its subsidiaries,
subsidiary undertakings, associated undertakings and any other
undertaking in which Active Imaging and such undertakings
(aggregating their interests) have a significant interest and for
these purposes 'subsidiary', 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the respective meanings given
by the Act (but for this purpose ignoring paragraph 20(1)(b) of
schedule 4A to the Act) and 'significant interest' means an
interest in 10 per cent. or more of the equity capital of an
undertaking.
The Active Imaging Ordinary Share Offer will lapse unless the
conditions set out above are fulfilled or (if capable of waiver)
waived by Silvermines or, where appropriate, have been determined
by Silvermines in its reasonable opinion to be or to remain
satisfied no later than 21 days after 15 December 1997 or after
the date on which the Active Imaging Ordinary Share Offer becomes
or is declared unconditional as to acceptances, whichever is the
later, or such later date as the Panel may agree.
Silvermines reserves the right to waive all or any of the above
conditions in whole or in part except conditions (a), (e) and (f).
Conditions (b) to (d) (inclusive) and (g) to (m) (inclusive) must
be fulfilled or waived within 21 days after the later of 15
December 1997 and the date on which conditions (a), (e) and (f)
are fulfilled or in each case such later date as the Panel may
agree. Silvermines shall be under no obligation to waive or treat
as satisfied any of conditions (b) to (d) (inclusive) and (g) to
(m) (inclusive) by a date earlier than the latest date specified
above for the satisfaction thereof notwithstanding that the other
conditions of the Active Imaging Ordinary Share Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
The Active Imaging Ordinary Share Offer will lapse if the
acquisition of Active Imaging is referred to the Monopolies and
Mergers Commission before the later of 3.00 p.m. on 15 December
1997 and the date when the Active Imaging Ordinary Share Offer
becomes or is declared unconditional as to acceptances. In such
circumstances, the Active Imaging Ordinary Share Offer will cease
to be capable of further acceptance and Silvermines shall
thereupon cease to be bound by acceptances from persons accepting
the Active Imaging Ordinary Share Offer delivered on or before the
date on which the Active Imaging Ordinary Share Offer so lapses.
Condition of the Active Imaging 'A' Preference Share Offer
The Active Imaging 'A' Preference Share Offer is conditional on
the Active Imaging Ordinary Share Offer becoming or being declared
unconditional in all respects.
Condition of the Active Imaging 'B' Preference Share Offer The
Active Imaging 'B' Preference Share Offer is conditional on the
Active Imaging Ordinary Share Offer and the Active Imaging 'A'
Preference Share Offer becoming or being declared unconditional in
all respects.
The contents of this announcement have been approved by Greig
Middleton and Co. Limited and Beeson Gregory Limited, which are
regulated by The Securities and Futures Authority limited, solely
for the purposes of Section 57 of the Financial Services Act 1986.
END
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