RNS Number:3550S
Basepoint PLC
07 October 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR IRELAND
FOR IMMEDIATE RELEASE
Part 1 of 2
7 October 2005
ACG Rented Properties PLC
Recommended cash offer for Basepoint Plc to be made by
John East & Partners Limited on behalf of ACG Rented Properties PLC
Summary
* The Basepoint Independent Directors and the ACG Rented Properties Directors
are pleased to announce that agreement has been reached on the terms of a
recommended cash offer to be made by John East &Partners Limited on behalf of
ACG Rented Properties for the whole of the issued and to be issued ordinary
share capital of Basepoint not already owned by ACG Rented Properties.
* The Offer will be 187.5 pence for each Basepoint Share. The Offer values the
entire existing issued ordinary share capital of Basepoint at approximately
#21 million.
* The Offer represents a premium of approximately 17.9 per cent. to the
Closing Price of 159p per Basepoint Share on 6 October 2005, being the last
business day prior to this Announcement.
* A loan note alternative will be made available to enable Basepoint
Shareholders to receive Loan Notes instead of any or all of the cash
consideration of 187.5 pence per Basepoint Share that would otherwise be
receivable under the Offer.
* At the date of this Announcement, ACG Rented Properties, which is a
wholly-owned subsidiary of The ACT Foundation, holds 3,807,402 Basepoint Shares,
representing 33.95 per cent. of the existing issued Basepoint Shares.
* The Basepoint Independent Directors, who have been so advised by Smith &
Williamson Corporate Finance Limited, consider the terms of the Offer to be fair
and reasonable. In providing advice to the Basepoint Independent Directors,
Smith & Williamson Corporate Finance Limited has taken account of the Basepoint
Independent Directors' commercial assessments.
* Accordingly, the Basepoint Independent Directors will be unanimously
recommending that Basepoint Shareholders accept the Offer as they have
irrevocably undertaken to do so in respect of their entire beneficial holdings
of Basepoint Shares, comprising, in aggregate, 955,687 Basepoint Shares,
representing approximately 8.52 per cent. of the existing issued ordinary share
capital of Basepoint.
* Irrevocable undertakings to accept the Offer within 12 business days
of the Offer being made from those Basepoint Directors and their connected
persons who own Basepoint Shares have been given to ACG Rented Properties in
respect of their entire beneficial shareholdings totalling, in aggregate,
1,034,312 Basepoint Shares and representing approximately 9.22 per cent. of
Basepoint's existing issued share capital. These undertakings will cease to be
binding in the event of a higher competing offer being made for Basepoint or the
Offer lapses or is withdrawn.
* Further, certain other Basepoint Shareholders have given irrevocable
undertakings to ACG Rented Properties to accept the Offer within 12 business
days of the Offer being made in respect of, in aggregate, 1,892,333 Basepoint
Shares, representing approximately 16.87 per cent. of the existing issued share
capital of Basepoint. These undertakings will cease to be binding in the event
of a higher competing offer being made for Basepoint or the Offer lapses or is
withdrawn.
* Accordingly, ACG Rented Properties holds and has received irrevocable
undertakings to accept, or procure the acceptance of, the Offer in respect of a
total of 6,734,047 Basepoint Shares representing, in aggregate, approximately
60.05 per cent. of Basepoint's existing issued share capital.
* The formal documentation relating to the Offer is expected to be despatched to
Basepoint Shareholders (other than certain Overseas Shareholders) shortly.
* Commenting on the Offer, Viscount Lifford, Chairman of Basepoint said:
"Basepoint has grown considerably since its admission to AIM over five years
ago, which is a testament to the ability of its management and staff. ACG Rented
Properties has demonstrated its strong support for Basepoint's business
throughout this period, and therefore I have confidence that the business will
benefit from the even closer relationship with ACG Rented Properties now
proposed, just as Basepoint's shareholders now benefit from the opportunity to
realise their investment in cash at this time."
* Commenting on the Offer, Denis Taylor, Chief Executive of ACG Rented
Properties said:
"Basepoint is a specialist developer and manager of enterprise centres providing
support accommodation for growing businesses. ACG Rented Properties has been
Basepoint's largest shareholder since it floated on AIM in June 2000. The
Directors of ACG Rented Properties continue to be strong supporters of the
enterprise centre concept. ACG Rented Properties has the financial resources and
length of view required for the long term expansion of the enterprise centres,
which will meet the financial and social objective of ACG Rented Properties and
the charity which is its parent."
This summary should be read in conjunction with the full text of the following
Announcement. Appendix III to this Announcement contains definitions of certain
expressions used in this summary and in this Announcement.
Enquiries:
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to ACG Rented Properties)
John East
David Worlidge
Simon Clements
Smith & Williamson Corporate Finance Limited Tel: 020 7131 4000
(Financial Adviser to Basepoint)
Nicola Horton
Siobhan Sergeant
John East & Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for ACG Rented Properties
and no one else in connection with the Offer and will not be responsible to
anyone other than ACG Rented Properties for providing the protections afforded
to clients of John East & Partners Limited nor for providing advice in relation
to the Offer or matter referred to herein.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Basepoint and no one else in connection with the Offer and will not be
responsible to anyone other than Basepoint for providing the protections
afforded to customers of Smith & Williamson Corporate Finance Limited nor for
providing advice in relation to the Offer or any matter referred to herein.
The Offer will not be made, directly or indirectly, in or into or by the use of
mails or other means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or any
facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia, Japan or Ireland) and the Offer
will not be capable of acceptance by such use, means, instrumentality or
facilities from or within a Restricted Jurisdiction. Accordingly, copies of this
Announcement are not being, and must not be in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. The availability of the Offer to Basepoint Shareholders
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Basepoint Shareholders who are not so resident should
inform themselves about and observe such applicable requirements.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, listed on any stock exchange. The Loan Notes will not be registered under
the Securities Act, or under any of the relevant securities laws of the United
States, Canada, Australia, Japan or Ireland. Accordingly, unless an exemption
under the Securities Act or relevant securities laws is applicable, the Loan
Notes may not be offered, sold, resold, delivered or transferred, directly or
indirectly, in or into a Restricted Jurisdiction. This Announcement does not
constitute an offer to sell or the solicitation of an offer to buy the Loan
Notes in a Restricted Jurisdiction or in any other jurisdiction in which such an
offer or solicitation is unlawful or may lead to a breach of any applicable law
or regulatory requirement.
This Announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities. The Offer will be made solely by means of the Offer Document, an
advertisement to be published in the London edition of the Financial Times and
the Form of Acceptance (in respect of certificated Basepoint Shares), which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. An "offer period" is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms. Accordingly, the offer period begins today.
The above disclosure requirements are set out in more detail in Rule 8 of the
Code. Under the provisions of Rule 8.3 of the Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (formal or informal) to acquire or control relevant securities of
ACG Rented Properties or Basepoint, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of ACG Rented Properties or Basepoint is required to disclose, by not
later than 12 noon on the business day following the date of the relevant
transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of ACG Rented Properties or Basepoint by ACG Rented Properties or
Basepoint, or by any of their respective "associates" (within the meaning of the
Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000 and/or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+442076380129; fax +442072367013.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
Part 2 of 2
7 October 2005
ACG Rented Properties PLC
Recommended cash offer for Basepoint Plc to be made by John East & Partners
Limited on behalf of ACG Rented Properties PLC
1. Introduction
The ACG Rented Properties Directors and the Basepoint Independent Directors are
pleased to announce that agreement has been reached on the terms of a
recommended cash offer to be made by John East & Partners Limited, on behalf of
ACG Rented Properties, to acquire the whole of the issued and to be issued
ordinary share capital of Basepoint, not already owned by ACG Rented Properties.
ACG Rented Properties currently holds 3,807,402 Basepoint Shares, representing
33.95 per cent. of the existing issued share capital of Basepoint.
ACG Rented Properties is a wholly owned subsidiary of The ACT Foundation.
2. Terms of the Offer
The Offer, which will be made on the terms and subject to the conditions set out
below and in Appendix I to this Announcement, and subject to the further terms
to be set out in the Offer Document and (in respect of certificated Basepoint
Shares only) in the Form of Acceptance, will be made on the following basis:
for each Basepoint Share 187.5p in cash
The Offer represents a premium of 17.9 per cent. to the Closing Price of 159p
per Basepoint Share on 6 October 2005, being the last business day prior to this
Announcement and values Basepoint's existing issued share capital at
approximately #21 million.
The Basepoint Shares which are the subject of the Offer will be acquired by ACG
Rented Properties fully paid and free from all liens, equities, charges,
encumbrances, pre-emption rights and other third party interests of whatever
nature and together with all rights now and hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, made or paid after 7 October 2005.
3. The Loan Note Alternative
As an alternative to any or all of the cash consideration of 187.5p per
Basepoint Share which would otherwise be receivable under the Offer, accepting
Basepoint Shareholders (other than certain Overseas Shareholders) who validly
accept the Offer will be entitled to exchange all or part of their holdings of
Basepoint Shares for Loan Notes to be issued by ACG Rented Properties on the
following basis:
for every #1 of cash consideration under the #1 nominal value of Loan
Offer Notes
The Loan Notes, which will be guaranteed by National Westminster Bank plc as to
the principal only but not interest, will be otherwise unsecured and will be
issued, credited as fully paid, in amounts and integral multiples of #1 nominal
value; all fractional entitlements will be disregarded and not paid. The Loan
Notes will bear interest (from the date of issue to the relevant holder of Loan
Notes) payable every year in arrears, at a rate of 0.5 per cent. per annum below
LIBOR. Interest on the Loan Notes will be payable on 30 April in each year (or,
if not a business day in any year, on the first business day thereafter),
commencing on 30 April 2006 in respect of the period from the date of issue of
the Loan Notes. The Loan Notes will be redeemable at the option of the holders,
in whole or in part on the date being six months and one day from the issue of
the Loan Notes and on each subsequent interest payment date thereafter (or, if
not a business day, on the first business day thereafter). Unless previously
redeemed or purchased, the Loan Notes will be redeemed on 30 April 2015 (or, if
not a business day, on the first business day thereafter). If at any time the
aggregate nominal value outstanding of the Loan Notes is #200,000 or less, ACG
Rented Properties will have the option to redeem the Loan Notes at par together
with all accrued interest. The Loan Notes will not be transferable (except in
certain limited circumstances) and no application is intended to be made for the
Loan Notes to be listed or dealt in on any stock exchange. The Loan Notes have
not been, and will not be, registered under the Securities Act and should not be
offered, sold, resold, delivered or distributed, directly or indirectly, in or
into the United States or other Restricted Jurisdiction except pursuant to an
applicable exemption.
The Loan Note Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects. No Loan Notes will be issued unless, by
the time the Offer becomes or is declared wholly unconditional, valid elections
have been received for at least #1 million in nominal value of Loan Notes. If
insufficient elections are received, such elections from Basepoint Shareholders
will be void and those Basepoint Shareholders who validly elected for the Loan
Note Alternative will instead receive cash in accordance with the terms of the
Offer.
A summary of the principal terms of the Loan Notes is set out in Appendix II to
this Announcement.
4. Background to and reasons for the Offer
Enterprise centres and technoparks are now well established as a way of
delivering employment creation and innovation within the small and medium
enterprise sector of the economy. The ACG Rented Properties Directors view this
development as an important aid to economic growth and want to create
opportunities for these centres to be established nationally. Basepoint, which
has an established network of these centres, is recognised by ACG Rented
Properties Directors as a major provider of these centres and an excellent
vehicle on which to build this wider presence.
Traditional providers of debt finance appear reluctant to provide high levels of
debt for these types of development, due, in part, to the short nature of the
occupancy licenses, which are a typical feature of these facilities. Expansion
of the network of centres will necessitate investment in infrastructure and will
require significant additional equity, which ACG Rented Properties is in a
position to provide and which it is not clear that Basepoint could raise in
sufficient size from the market.
The ACG Rented Properties Directors believe that these centres should be
regarded as a medium to longer term investment, which is not always compatible
with the demands for short term performance often experienced by quoted
companies. ACG Rented Properties, with a charity as its parent, is able to take
the long term view which is consistent with the creation of a service based
business which can provide both accommodation and employment, rather than a
quoted property company, dependent on demonstrating performance in the shorter
term.
ACG Rented Properties has been the largest shareholder in Basepoint for nearly
five years. In that time, Basepoint's investment property assets have grown from
#8.6 million to #33.7 million. ACG Rented Properties has demonstrated its
support for these types of developments and services, as well as showing its
ability and willingness to take a longer term view and provide the equity
capital necessary for expansion. The acquisition of Basepoint and the ongoing
development of its centres, contributes to both the financial and social
objectives of ACG Rented Properties and its parent.
5. Background to the Offer and reasons for the Basepoint Independent
Directors' recommendation
Basepoint is an AIM quoted company with a market capitalisation of approximately
#17.8 million as at 6 October 2005. Basepoint has developed a profitable, asset
backed business in designing, developing and operating managed business,
innovation and enterprise centres ("MBECs") in the private sector with the
support of local authorities. Basepoint's MBECs are designed to encourage new
and growing small businesses to locate in individual units of accommodation
within a community of similar businesses. MBECs provide good quality business
space to Basepoint's customers on flexible terms which help encourage
occupation. Basepoint's MBECs also provide a range of ancillary services,
including access to business advisory services and increasingly sophisticated
telecommunications, including broadband, to its customers.
At the time of Basepoint's admission to AIM in June 2000, it had 165 units in
four MBECs and net assets of approximately #8 million. Today, Basepoint operates
from 15 centres with a total of over 800 units. As reported in its latest report
and accounts, Basepoint has net assets of #23.5 million.
However, Basepoint's shares have not performed well over the past year, having
under performed both the general market and the sector. The Offer represents a
sizeable premium to the current market price and also a premium to the net
assets (once deferred tax is allowed for).
The Independent Basepoint Directors believe that the Offer attributes a fair
value to Basepoint and provides Basepoint Shareholders with an opportunity to
realise their investment in cash at this time.
6. Irrevocable undertakings to accept the Offer
Irrevocable undertakings to accept, or procure the acceptance of, the Offer
within 12 business days of the Offer being made from those Basepoint Directors
and their connected persons who own Basepoint Shares have been given to ACG
Rented Properties in respect of their entire beneficial shareholdings totalling,
in aggregate, 1,034,312 Basepoint Shares and representing approximately 9.22 per
cent. of the existing issued share capital of Basepoint. These undertakings will
cease to be binding in the event of a higher competing offer being made for
Basepoint or the Offer lapses or is withdrawn.
Further, certain other Basepoint Shareholders have given irrevocable
undertakings to ACG Rented Properties to accept, or procure the acceptance of,
the Offer within 12 business days of the Offer being made in respect of, in
aggregate, 1,892,333 Basepoint Shares, representing approximately 16.87 per
cent. of the existing issued share capital of Basepoint. These undertakings will
cease to be binding in the event of a higher competing offer being made for
Basepoint or the Offer lapses or is withdrawn.
Accordingly, ACG Rented Properties owns and has received irrevocable
undertakings to accept, or procure the acceptance of, the Offer, in respect of a
total of 6,734,047 Basepoint Shares representing, in aggregate, approximately
60.05 per cent. of the existing issued share capital of Basepoint.
7. Information on ACG Rented Properties and The ACT Foundation
ACG Rented Properties PLC is a company wholly owned by The ACT Foundation. ACG
Rented Properties's principal activities consist of investment and dealing in
property and listed securities and, as at 31 March 2005, it had audited net
assets of #16.9 million. During the year ended 31 March 2005, ACG Rented
Properties incurred a loss before and after tax of #1.05 million after donating
#2.17 million to The ACT Foundation.
The ACT Foundation is a registered charity whose objectives are to assist those
in poverty or who are aged and are in need or who have a physical or mental
disability. The ACT Foundation and its subsidiaries invest in both residential
and commercial property and related activities, so as to achieve a combination
of both capital growth and investment income that enables it to meet The ACT
Foundation's charitable objectives. As at 31 March 2005, The ACT Foundation had
audited net assets of #57.1 million.
8. Information on Basepoint
Basepoint, which was incorporated on 20 September 1988, is a company whose
shares were admitted to AIM in June 2000. The Basepoint Group is engaged in the
development and operation of managed business, innovation and enterprise
centres. These centres provide high quality space and a range of other services,
intended primarily for small growing businesses. Units within the centres are
available on 'Easy in - Easy out' terms.
The Basepoint Group's profit after tax and minority interests for the year ended
28 February 2005, attributable to shareholders, amounted to #1.09 million (2004:
#1.19 million). Basepoint paid a final dividend of 2.5p (2004: 2.2p) which
together with an interim dividend of 0.5p paid during the year (2004: 0.5p) made
a total dividend of 3p (2004: 2.7p). Consolidated net assets as at 28 February
2005 were #23.55 million.
9. Current trading
For the year to 28 February 2005, Basepoint recorded a profit before tax of
#1.31 million (2004: #1.56 million), with profits available to Basepoint
Shareholders after both tax and minority interests of #1.09 million (2004: #1.19
million) and earnings per share of 9.74p basic (2004: 10.67p) and 9.52p fully
diluted (2004: 10.46p). Net assets per share at the year end amounted to #2.10
(2004: #1.97) with the property portfolio standing at #33.7 million (2004:
#30.99 million). On a diluted basis, after allowing for Basepoint's deferred
taxation, the adjusted net assets per share were #1.75 (2004: #1.66).
10. Basepoint Directors
The ACG Rented Properties Board has confirmed that, following the Offer becoming
or being declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of Basepoint will be fully
safeguarded.
Following the Offer becoming or being declared unconditional in all respects,
The Viscount Lifford and Robert Court will resign from the Basepoint Board and
the boards of directors of any subsidiary undertakings within the Basepoint
Group.
11. Basepoint Share Option Schemes
The Offer will extend to any Basepoint Shares unconditionally allotted or issued
and fully paid (or credited as fully paid) whilst the Offer remains open for
acceptance (or by such earlier date as ACG Rented Properties may, subject to the
City Code, decide), including Basepoint Shares issued pursuant to an exercise of
options granted under the Basepoint Share Option Schemes. ACG Rented Properties
will make an appropriate offer to the holders of options granted under the
Basepoint Share Option Schemes in due course.
12. Inducement fee
As an inducement to ACG Rented Properties to make the Offer, Basepoint and ACG
Rented Properties have entered into an inducement fee agreement. The inducement
fee amounts to #200,000, inclusive of VAT (if any), being approximately 0.95 per
cent. of the value of the Offer and will be payable to ACG Rented Properties by
Basepoint if either: (i) an announcement is made by a third party regarding a
competing offer and that offer subsequently becomes or is declared unconditional
in all respects and the Offer accordingly lapses or is withdrawn; or (ii) the
Independent Basepoint Directors withdraw or adversely modify their
recommendation of the Offer.
13. Cancellation of trading on AIM and compulsory acquisition of Basepoint
Shares
If ACG Rented Properties receives acceptances under the Offer in respect of and/
or otherwise acquires, 90 per cent. or more of the Basepoint Shares to which the
Offer relates and the Offer becomes or is declared unconditional in all
respects, ACG Rented Properties intends to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Act to acquire
compulsorily any outstanding Basepoint Shares not acquired or agreed to be
acquired pursuant to the Offer or otherwise.
It is ACG Rented Properties's intention that, following the Offer becoming or
being declared unconditional in all respects, Basepoint will apply for the
admission to trading on AIM of the Basepoint Shares to be cancelled. Such
cancellation will, subject to the approval of the London Stock Exchange, take
effect no earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects. Cancelling the admission to trading on AIM of the
Basepoint Shares would significantly reduce the liquidity and marketability of
any Basepoint Shares not assented to the Offer.
It is also proposed that, in due course, ACG Rented Properties will seek to
procure the re-registration of Basepoint as a private company under the relevant
provisions of the Act.
14. Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails or other means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or any
facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia, Japan or Ireland) and the Offer
will not be capable of acceptance by such use, means, instrumentality or
facilities from or within a Restricted Jurisdiction. Accordingly, copies of this
Announcement are not being, and must not be, in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction and persons receiving this document and any
related document (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in whole
or in part, in or into or from a Restricted Jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. The availability of the Offer to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable requirements.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, listed on any stock exchange. The Loan Notes will not be registered under
the Securities Act or under any of the relevant securities laws of the United
States, Canada, Australia, Japan or Ireland. Accordingly the Loan Notes are not
being and may not be (unless an exemption relevant securities laws is
applicable), offered, sold, resold, delivered or transferred, directly or
indirectly, in or into a Restricted Jurisdiction. This Announcement does not
constitute an offer to sell or the solicitation of an offer to buy the Loan
Notes in a Restricted Jurisdiction or in any other jurisdiction in which such an
offer or solicitation is unlawful or may lead to a breach of any applicable law
or regulatory requirement.
15. Recommendation
The Basepoint Independent Directors, who have been so advised by Smith &
Williamson, consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Basepoint Independent Directors, Smith & Williamson
has taken into account the commercial assessments of the Basepoint Independent
Directors.
Accordingly, the Basepoint Independent Directors unanimously recommend Basepoint
Shareholders to accept the Offer as they will do so in respect of their entire
beneficial holdings of Basepoint Shares, totalling, in aggregate, 955,687
Basepoint Shares, representing approximately 8.52 per cent. of the existing
issued share capital of Basepoint.
16. Disclosure of interests in Basepoint
Save as disclosed in this Announcement, neither ACG Rented Properties nor, so
far as ACG Rented Properties is aware, any person deemed to be acting in concert
(as defined in the City Code) with ACG Rented Properties owns or controls any
Basepoint Shares or has any options to acquire Basepoint Shares or has procured
or received an irrevocable commitment or letter of intent to accept, or procure
the acceptance of, the Offer. Neither ACG Rented Properties nor, so far as ACG
Rented Properties is aware, any person acting in concert with ACG Rented
Properties for the purposes of the Offer has any arrangement in relation to
Basepoint Shares or any securities convertible into or exchangeable into
Basepoint Shares or options (including traded options) in respect of, or
derivatives referenced to, any such shares. For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Basepoint Shares which may
be an inducement to deal or refrain from dealing in such shares. In the
interests of confidentiality prior to this Announcement, ACG Rented Properties
has not made any enquiries in this respect of certain parties who may be
presumed by the Panel to be acting in concert with ACG Rented Properties for the
purposes of the Offer.
17. Basepoint issued share capital
In accordance with Rule 2.10 of the City Code, Basepoint confirms that it has
11,214,588 Basepoint Shares in issue. The International Securities
Identification Number for Basepoint Shares is GB0007381295.
18. General
The Offer will be open for at least 21 days from the date of the Offer Document.
It is expected that the Offer Document will be despatched to Basepoint
Shareholders today, other than in relation to a Restricted Jurisdiction.
This Announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities. The conditions and principal further
terms of the Offer are set out in Appendix I to this Announcement. The Offer
will be subject to the further terms and conditions set out in the Offer
Document and (in respect of certificated Basepoint Shares) the Form of
Acceptance.
The definitions of terms used in this Announcement are set out in Appendix III
to this Announcement.
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to ACG Rented Properties)
John East
David Worlidge
Simon Clements
Smith & Williamson Corporate Finance Limited Tel: 020 7131 4000
(Financial Adviser to Basepoint)
Nicola Horton
Siobhan Sergeant
John East & Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for ACG Rented Properties
and no one else in connection with the Offer and will not be responsible to
anyone other than ACG Rented Properties for providing the protections afforded
to clients of John East & Partners Limited nor for providing advice in relation
to the Offer or any matter referred to herein.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Basepoint and no one else in connection with the Offer and will not be
responsible to anyone other than Basepoint for providing the protections
afforded to customers of Smith & Williamson Corporate Finance Limited nor for
providing advice in relation to the Offer or any matter referred to herein.
The Offer will not be made, directly or indirectly, in or into or by the use of
mails or other means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or any
facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia, Japan or Ireland) and the Offer
will not be capable of acceptance by such use, means, instrumentality or
facilities from or within a Restricted Jurisdiction. Accordingly, copies of this
Announcement are not being, and must not be in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. The availability of the Offer to Basepoint Shareholders
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Basepoint Shareholders who are not so resident should
inform themselves about and observe such applicable requirements.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, listed on any stock exchange. The Loan Notes will not be registered under
the Securities Act, or under any of the relevant securities laws of the United
States, Canada, Australia, Japan or Ireland. Accordingly, unless an exemption
under the Securities Act or relevant securities laws is applicable, the Loan
Notes may not be offered, sold, resold, delivered or transferred, directly or
indirectly, in or into a Restricted Jurisdiction. This Announcement does not
constitute an offer to sell or the solicitation of an offer to buy the Loan
Notes in a Restricted Jurisdiction or in any other jurisdiction in which such an
offer or solicitation is unlawful or may lead to a breach of any applicable law
or regulatory requirement.
This Announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities. The Offer will be made solely by means of the Offer Document, an
advertisement to be published in the London edition of the Financial Times and
the Form of Acceptance (in respect of certificated Basepoint Shares), which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. An "offer period" is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms. Accordingly, the offer period begins today.
The above disclosure requirements are set out in more detail in Rule 8 of the
Code. Under the provisions of Rule 8.3 of the Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (formal or informal) to acquire or control relevant securities of
ACG Rented Properties or Basepoint, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of ACG Rented Properties or Basepoint is required to disclose, by not
later than 12 noon on the business day following the date of the relevant
transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of ACG Rented Properties or Basepoint by ACG Rented Properties or
Basepoint, or by any of their respective "associates" (within the meaning of the
Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000 and/or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+442076380129; fax +442072367013.
This Announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this Announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of ACG Rented Properties and Basepoint, or of
other future acquisitions, are greater than expected; expected cost savings from
the transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where ACG Rented Properties
and Basepoint do business, are less favourable than expected; and/or conditions
in the securities market are less favourable than expected.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
Appendix I
Conditions and principal further terms of the Offer
The Offer, which will comply with the applicable rules and regulations of the
City Code, will be governed by English law and will be subject to the
jurisdiction of the Courts of England and Wales. The Offer will be subject to
the terms and conditions to be set out in the Offer Document and (in respect of
certificated Basepoint Shares) the Form of Acceptance and will be subject to the
following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on the First Closing Date or such later
time(s) and/or date(s) as ACG Rented Properties may, with the consent of the
Panel or subject to the City Code, decide in respect of not less than 90 per
cent. (or such lower percentage as ACG Rented Properties may decide) in nominal
value of the Basepoint Shares to which the Offer relates, provided that this
condition will not be satisfied unless ACG Rented Properties and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise), Basepoint Shares carrying, in aggregate,
more than 50 per cent. of the voting rights then normally exercisable at a
general meeting of Basepoint (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any Basepoint Shares which
may be unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding conversion or subscription rights or otherwise). For the purpose
of this condition:
(i) the expression "Basepoint Shares to which the Offer relates'' shall be
construed in accordance with sections 428 to 430F of the Act; and
(ii) Basepoint Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry on issue;
(b) no central bank, government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body, or any court,
institution, investigative body, association, trade agency or professional or
environmental body or any other similar person or body in any jurisdiction
(each, a "Relevant Authority'') having taken, instituted, implemented or
threatened any action, proceeding, suit, investigation, enquiry or reference or
enacted, made or proposed any statute, regulation, decision or order or having
taken any other step or done anything and there not continuing to be outstanding
any statute, regulation, decision or order which would or might reasonably be
expected (in any case to an extent which is material in the context of the wider
Basepoint Group taken as a whole) to:
(i) restrict or restrain, prohibit, delay, impose additional adverse conditions
or obligations with respect to, or otherwise interfere with the implementation
of, the Offer or the acquisition of any Basepoint Shares by ACG Rented
Properties;
(ii) require, prevent or delay the divestiture (or alter the terms envisaged for
such divestiture) by any member of the wider ACG Rented Properties Group or any
member of the wider Basepoint Group of all or any portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their businesses or own their respective assets or properties
or any part thereof;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the wider ACG Rented Properties Group to acquire or hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities of any member of the wider Basepoint Group or on the ability of
any member of the wider Basepoint Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares or other
securities or to exercise management control over any other member of the wider
Basepoint Group;
(iv) except pursuant to Part XIII A of the Act, require any member of the wider
ACG Rented Properties Group or the wider Basepoint Group to offer to acquire any
shares or other securities or rights thereover in any member of the wider
Basepoint Group owned by any third party;
(v) make the Offer or its implementation or the proposed acquisition by ACG
Rented Properties of any shares or other securities in Basepoint or the
acquisition or control of Basepoint or any member of the wider Basepoint Group,
illegal, void or unenforceable in or under the laws of any jurisdiction or
directly or indirectly restrict or delay, prohibit or otherwise interfere with
the implementation of, or impose additional conditions or obligations with
respect to, or otherwise challenge, the Offer or the acquisition of any shares
in Basepoint, or control of Basepoint, by ACG Rented Properties;
(vi) result in any member of the wider Basepoint Group ceasing to be able to
carry on business under any name under which it presently does so, the
consequences of which would be material in the context of the Basepoint Group
taken as a whole;
(vii) impose any limitation on the ability of any member of the wider ACG Rented
Properties Group or the wider Basepoint Group to conduct or co-ordinate or
integrate its business, or any part of it, with the business of any other member
of the wider ACG Rented Properties Group or the wider Basepoint Group; or
(viii) otherwise adversely affect the business, assets, prospects or profits of
any member of the wider ACG Rented Properties Group or the wider Basepoint
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, proceeding, suit, investigation, enquiry or reference or otherwise
intervene under the laws of any relevant jurisdiction having expired, lapsed or
been terminated;
(c) all authorisations, orders, grants, recognitions, consents, confirmations,
clearances, licences, permissions and approvals ("authorisations'') required by
law in any jurisdiction for or in respect of the Offer and the proposed
acquisition of any shares or securities, directly or indirectly, in, or control
of, Basepoint by any member of the wider ACG Rented Properties Group having been
obtained in terms and/or form reasonably satisfactory to ACG Rented Properties
from all appropriate Relevant Authorities or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any member of
the wider Basepoint Group has entered into contractual arrangements in each case
where the absence of such authorisation would have a material and adverse effect
on the wider Basepoint Group taken as a whole and such authorisations together
with all authorisations necessary for any member of the wider Basepoint Group to
carry on its business (where the absence of such authorisation would have a
material and adverse effect on the wider Basepoint Group taken as a whole)
remaining in full force and effect and there being no notice or intimation of
any intention to revoke, suspend, modify or not to renew 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 Offer or the proposed acquisition of Basepoint by ACG Rented Properties
or of any Basepoint Shares or any matters arising therefrom having been complied
with;
(d) save as Disclosed there being no provision of any agreement, permit, lease,
licence or other instrument to which any member of the wider Basepoint Group is
a party or by or to which it or any of its assets may be bound or subject which,
as a consequence of the making or implementation of the Offer or the acquisition
by ACG Rented Properties directly or indirectly of Basepoint or because of a
change in the control or management of Basepoint or any member of the wider
Basepoint Group, could or might reasonably be expected to result in (in any case
to an extent which is material in the context of the wider Basepoint Group taken
as a whole):
(i) any monies borrowed by, or other indebtedness (actual or contingent) of, or
grant available to, any member of the wider Basepoint Group which is not already
payable on demand becoming repayable or capable of being declared repayable
immediately or earlier than the stated maturity or repayment date or the ability
of any member of the wider Basepoint Group to borrow moneys or incur
indebtedness being or becoming capable of being withdrawn or inhibited;
(ii) any such agreement, arrangement, permit, lease, licence or other instrument
or any right, interest, liability or obligation of any member of the wider
Basepoint Group therein, being terminated or adversely modified or affected or
any adverse action being taken or any onerous obligation or liability arising
thereunder;
(iii) any mortgage, charge or other security interest being created over the
whole or any part of the business, property or assets of any member of the wider
Basepoint Group or any such security (whenever arising) becoming enforceable;
(iv) the value of any member of the wider Basepoint Group or its financial or
trading position being prejudiced or adversely affected;
(v) any assets or interests of any member of the wider Basepoint Group being or
falling to be charged or disposed of or any right arising under which any such
asset or interest could be required to be disposed of or charged in either case
other than in the ordinary course of business;
(vi) the rights, liabilities, obligations or interests or business of any member
of the wider Basepoint Group in or with any other person, firm or company (or
any arrangement relating to such interest or business) being terminated or
adversely modified or affected;
(vii) any member of the wider Basepoint Group ceasing to be able to carry on
business under any name under which it currently does so; or
(viii) the creation of any liability, actual or contingent, by any member of the
wider Basepoint Group;
(e) since 28 February 2005, save as Disclosed, no member of the wider Basepoint
Group having:
(i) (save for Basepoint Shares issued pursuant to the exercise of options
granted under the Basepoint Share Option Schemes or as between Basepoint and
wholly-owned subsidiaries of Basepoint ("Intra-Basepoint Group Transactions"))
issued or agreed to issue or authorised or proposed the issue of additional
shares of any class or securities convertible into or rights, warrants or
options to subscribe for or acquire any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any dividend, bonus or other distribution (whether payable in cash or
otherwise) other than dividends lawfully paid to Basepoint or wholly owned
subsidiaries of Basepoint;
(iii) save for Intra-Basepoint Group Transactions, merged or demerged with or
acquired any body corporate, partnership or business;
(iv) save for Intra-Basepoint Group Transactions, acquired, or (other than in
the ordinary course of business) disposed of, transferred, mortgaged or charged
or created any security interest over any asset or any right, title or interest
in any asset (including shares and trade investments) or authorised, proposed or
announced any intention to do so which, in any such case, is material in the
context of the wider Basepoint Group taken as a whole;
(v) save for Intra-Basepoint Group Transactions, issued or authorised or
proposed the issue of any debentures or, except in the ordinary course of
business incurred or increased any indebtedness or contingent liability or made,
authorised, proposed or announced an intention to propose any change in its
share or loan capital which, in any such case, is material in the context of the
wider Basepoint Group taken as a whole;
(vi) entered into or varied or announced its intention to enter into or vary any
contract, transaction, commitment 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, in any
such case, is material in the context of the wider Basepoint Group taken as a
whole or which is or is reasonably likely to be restrictive in any material
respect on the business of any member of the wider Basepoint Group or the wider
ACG Rented Properties Group;
(vii) entered into, implemented, authorised or proposed any reconstruction,
amalgamation, scheme of arrangement or other transaction or arrangement
otherwise than in the ordinary course of business or announced any intention to
do so which, in any case, is material in the context of the wider Basepoint
Group taken as a whole;
(viii) entered into, or varied in any material respect the terms of, any
contract or agreement with any of the directors or senior executives of
Basepoint or any of its subsidiaries;
(ix) taken or proposed any corporate action or had any legal proceedings started
or threatened against it, or had any petition presented, for its winding-up
(voluntary or otherwise), 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/or revenues or any analogous proceedings
in any jurisdiction;
(x) waived or compromised any claim other than in the ordinary course of
business;
(xi) made any amendment to its memorandum or articles of association which is
material in the context of the Offer;
(xii) purchased, redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities or reduced or made any
other change to any part of its share capital;
(xiii) 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; and
(xiv) entered into, varied or modified any contract, commitment or agreement
with respect to any of the transactions, matters or events referred to in this
condition (e) or announced an intention to do so;
(f) since 28 February 2005, save as Disclosed:
(i) no litigation, arbitration, prosecution or other legal proceedings having
been instituted, announced or threatened or become pending or remaining
outstanding by or against any member of the wider Basepoint Group or to which
any member of the wider Basepoint Group is or may become a party (whether as
claimant, respondent or otherwise) and no enquiry or investigation by or
complaint or reference to any Relevant Authority or other investigative body
having been threatened, announced, implemented or instituted or remaining
outstanding against or in respect of any member of the wider Basepoint Group
which, in any such case, would or might reasonably be expected adversely to
affect any member of the wider Basepoint Group to an extent which is material in
the context of the wider Basepoint Group taken as a whole;
(ii) no material adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of the wider Basepoint Group
taken as a whole;
(iii) no contingent or other liability having arisen which might reasonably be
expected materially adversely to affect the wider Basepoint Group taken as a
whole;
(iv) no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding which in any case
would be likely to have a material adverse effect on the financial position of
the wider Basepoint Group taken as a whole;
(g) save as Disclosed, ACG Rented Properties not having discovered that:
(i) any business, financial or other information concerning any member of the
wider Basepoint Group publicly disclosed or disclosed to ACG Rented Properties
at any time by or on behalf of any member of the wider Basepoint Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading which, in any
such case, is material in the context of the wider Basepoint Group taken as a
whole; or
(ii) any member of the wider Basepoint Group is subject to any liability, actual
or contingent, which is material in the context of the wider Basepoint Group
taken as a whole.
For the purpose of these conditions:
(i) "Disclosed" means (i) as disclosed in Basepoint's report and accounts for
the year ended 28 February 2005; (ii) as publicly announced by Basepoint (by the
delivery of an Announcement to an authorised Regulatory Information Service
prior to 7 October 2005; (iii) as disclosed in this Announcement; or (iv) as
otherwise disclosed in writing, or in the documentation or written information
provided, to ACG Rented Properties or its advisers by or on behalf of Basepoint
prior to 7 October 2005 in the context of the Offer;
(ii) "wider Basepoint Group'' means Basepoint, its subsidiaries, subsidiary
undertakings and associated undertakings and any other body corporate,
partnership, joint venture or person in which Basepoint and such undertakings
(aggregating their interests) have an interest in 20 per cent. or more of the
voting or equity capital (or the equivalent);
(iii) "wider ACG Rented Properties Group'' means ACG Rented Properties, its
subsidiaries, subsidiary undertakings and associated undertakings and any other
body corporate, partnership, joint venture or person in which ACG Rented
Properties and such undertakings (aggregating their interests) have an interest
in 20 per cent. or more of the voting or equity capital (or the equivalent); and
(iv) "subsidiary'', "subsidiary undertaking'', "associated undertaking'' and "
undertaking'' shall be construed in accordance with the Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).
ACG Rented Properties reserves the right to waive all or any of conditions (b)
to (g) (inclusive) above, in whole or in part. Conditions (b) to (g) (inclusive)
must be fulfilled or waived by midnight on the 21st day after the later of the
First Closing Date and the date on which condition (a) is fulfilled (or such
later date as the Panel may agree). ACG Rented Properties shall be under no
obligation to waive or treat as fulfilled any of conditions (b) to (g)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
If ACG Rented Properties is required by the Panel to make an offer for Basepoint
Shares under the provisions of Rule 9 of the City Code, ACG Rented Properties
may make such alterations to the conditions as are necessary to comply with the
provisions of that Rule.
The Offer will lapse if before the later of 1.00 p.m. on the First Closing Date
and the date when the Offer becomes or is declared unconditional as to
acceptances (i) the Offer is referred to the Competition Commission or (ii) the
European Commission decides to initiate proceedings under Article 6(1)(c) of
Council Regulation (EEC) 4064/89.
Appendix II
Particulars of the Loan Notes
The Loan Notes will be created by a resolution of the ACG Rented Properties
Directors and will be constituted by a loan note instrument (the "Loan Note
Instrument") executed as a deed by ACG Rented Properties. The issue of the Loan
Notes will be conditional on the Offer becoming or being declared unconditional
in all respects. The Loan Note Instrument will (subject to modification) contain
provisions, inter alia, to the following effect:
1. Form and status
The Loan Notes will be issued in amounts and integral multiples of #1.00 nominal
and will constitute guaranteed but otherwise unsecured obligations of ACG Rented
Properties. The Loan Notes will be fully guaranteed by National Westminster Bank
Plc as to principal but not interest. The Loan Notes will not contain any
restrictions on borrowing, charging or disposal of assets by ACG Rented
Properties or any of its subsidiaries.
2. Interest
(a) Interest (less any tax required to be withheld by applicable law) on the
Loan Notes will be payable by yearly instalments in arrears on 30 April (each an
"interest payment date") in each year except that the first payment of interest
will be made on 30 April 2006 (the "first interest payment date") in respect of
the period from (and including) the date of issue of the relevant Loan Note up
to (and including) 30 April 2006. The period from (and including) the date of
each issue of the Loan Notes up to (and including) the first interest payment
date and the period from (but excluding) an interest payment date up to (and
including) the next following interest payment date is herein called an
"interest period". Interest will be payable only to holders of the Loan Notes
("Noteholders") on the register of Loan Notes at close of business on the date
20 days prior to the relevant interest payment date. If any interest would
otherwise fall to be paid on a day which is not a business day, such interest
shall be paid on the next succeeding business day.
(b) The rate of interest payable on the Loan Notes for each interest period will
(in the case of interest payment dates subsequent to the first interest payment
date) be 0.5 per cent. per annum below the aggregate of LIBOR (as defined below)
for each of the previous 4 Quarter Dates (as defined below) divided by 4 and (in
the case of the interest period ending on the first interest payment date) be
0.5 per cent. per annum below the aggregate of LIBOR (as defined below) for each
of the previous 3 Quarter Dates (as defined below) divided by 3. "Quarter Dates"
will be 31 March, 30 June, 30 September and 31 December. LIBOR for each Quarter
Date shall be the 3 month rate quoted by National Westminster Bank Plc (or,
failing which, such London clearing bank as ACG Rented Properties shall nominate
for this purpose) at which it is offering sterling deposits to leading banks in
the London Inter-Bank Sterling Market for a period of 3 months at or about 11.00
a.m., on such Quarter Date. A certificate in writing under the hand of a duly
authorised official of such bank shall be conclusive evidence of such rate.
(c) If a rate of interest cannot be established in accordance with the
provisions of paragraph (b) above for any relevant interest period, then the
rate on the Loan Notes for such interest period shall be calculated by reference
to such rate as ACG Rented Properties shall determine on the basis of quotations
made for six months deposits of a similar size and currency in any other
inter-bank markets as ACG Rented Properties may select and, if a rate of
interest cannot be established in accordance with the foregoing provisions for
any succeeding interest period, then the rate of interest on the Loan Notes for
such interest period shall be the same as that applicable to the Loan Notes
during the previous interest period.
(d) Each instalment of interest shall be calculated on the basis of the actual
number of days elapsed in the relevant period and a 365 day year. Interest shall
be deemed to accrue on the Loan Notes from day to day and shall be payable
subject to any legal requirement to deduct or withhold tax therefrom.
3. Repayment
(a) Unless previously repaid the Loan Notes will be repaid in full on 30 April
2015 (the "Final Redemption Date").
(b) A Noteholder shall be entitled to require ACG Rented Properties to
repay the whole or any part (being an amount or integral multiple of #1,000 in
nominal amount and disregarding accrued interest) of the principal amount
payable on any Loan Note registered in his name at par, together with accrued
interest up to but excluding the date of payment (subject to any deduction or
withholding required by law), on the date which is six months and one day from
the issue of the Loan Notes and thereafter on any interest payment date up to
the Final Redemption Date by giving to ACG Rented Properties not less than 10
days' prior notice in writing expiring on or before such interest payment date.
Any such notice shall be given by the Noteholder by delivering the relevant Loan
Note with the notice of repayment thereon duly completed.
(c) Every Noteholder, any of whose Loan Notes are due to be redeemed
under any of the provisions hereof, shall not later than the due date for such
redemption deliver up such Loan Notes to ACG Rented Properties or as ACG Rented
Properties shall direct and, if any Loan Note so delivered up represents part of
the principal not then due to be redeemed, ACG Rented Properties may endorse
such Loan Note with a memorandum of the date and amount paid to the Noteholder
and return the same or may cancel such Loan Note and without charge issue to
such Noteholder a new Loan Note for the balance of the principal due to him and
not so redeemed. Unless and until a Loan Note (or an indemnity in respect of the
loss thereof in a form reasonably satisfactory to ACG Rented Properties) is
delivered as aforesaid, ACG Rented Properties shall not be under any obligation
to repay the principal payable thereon.
4. Purchase and cancellation
ACG Rented Properties may at any time purchase any Loan Note by tender
(available to all holders alike) or by private treaty at any price. All Loan
Notes so purchased or repaid, or repurchased, will be cancelled and shall not be
available for re-issue.
5. Repayment on default
The Loan Notes shall be repayable at par together with accrued interest up to
but excluding the date of payment less any applicable tax if, amongst other
things:
(i) ACG Rented Properties shall fail to pay within 15 business days of the due
date any principal or interest on any of the Loan Notes; or
(ii) an encumbrancer takes possession of, or a trustee, receiver, administrator
or similar officer is appointed in respect of all or substantially all of the
undertaking of ACG Rented Properties and such person has not been paid out or
discharged within 20 business days of being levied, enforced, or sued out; or
(iii) an order is made or an effective resolution is passed for the winding-up
or dissolution of ACG Rented Properties (other than for the purpose of
amalgamation or reconstruction or a members' voluntary winding up upon the terms
previously approved by extraordinary resolution).
6. Transfer
A Noteholder shall be entitled to transfer all or some only of the Loan Notes
held by him (being an amount or integral multiple of #1,000) to members of such
Noteholder's immediate family and to trustees of related family trusts by a
transfer in writing in the usual form.
7. Re-denomination
A Noteholder may, by notice in writing to ACG Rented Properties given on or
before a date ("Election Date") being not more than 30 days nor less than 20
days prior to the date(s) the Noteholder is entitled to require redemption ("
Redemption Date") elect that the principal amount of the Loan Notes due to be
redeemed on that date shall be redeemed in US dollars in which event ACG Rented
Properties shall on the Redemption Date and in full discharge of its obligation
to repay the Loan Notes in respect of such redemption pay to the Noteholder an
amount in US dollars obtained by converting the principal amount due for
redemption into US dollars at the spot rate for the purchase of US dollars with
sterling certified by National Westminster Bank Plc as prevailing at or about
11.00 a.m. on the Election Date (or where the Election Date is not a business
day, on the immediately preceding business day) provided that such amount shall
not be less than 99.75 per cent. or more than 100.25 per cent. (and, if it would
otherwise be less than 99.75 per cent., it shall be equal to 99.75 per cent.
and, if it would otherwise be more than 100.25 per cent., it shall be equal to
100.25 per cent.) of the amount in US dollars that the sterling principal amount
of the Loan Notes to be redeemed could have purchased on the Redemption Date.
8. Modification
The provisions of the Loan Notes and the right of the Notesholders will be
subject to modification, abrogation or compromise with the prior approval of the
Noteholders, ACG Rented Properties and National Westminster Bank Plc as
guarantor.
9. Registration and marketability
The Loan Notes will be evidenced by certificates and will be registered. No
application has been or is intended to be made to any stock exchange for the
Loan Notes to be listed or otherwise traded thereon.
10. Governing Law
The Loan Notes will be governed by and construed in accordance with English Law.
Appendix III
Definitions
The following definitions apply throughout this Announcement, unless the context
requires otherwise:
"ACG Rented ACG Rented Properties PLC
Properties"
"ACG Rented the directors of ACG Rented Properties as at the date of this
Properties Announcement
Directors"
"ACG Rented ACG Rented Properties and its subsidiary undertakings
Properties
Group"
"Act" the Companies Act 1985 (as amended)
"Acquisition" the proposed acquisition of Basepoint by ACG Rented Properties
to be effected by means of the Offer
"The ACT The ACT Foundation, a company limited by guarantee and a
Foundation" registered charity
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the rules for AIM companies and their nominated advisers as
published by the London Stock Exchange
"Announcement" this announcement
"Australia" the commonwealth of Australia, its states, territories or
possessions
"Basepoint" Basepoint Plc
"Basepoint the directors of Basepoint as at the date of this
Directors" Announcement
"Basepoint Basepoint and its subsidary undertakings
Group"
"Basepoint the Basepoint Directors other than Denis Taylor and Derek
Independent Joseph
Directors"
"Basepoint Share the Basepoint Plc Approved Share Option Scheme and the
Option Basepoint Plc Unapproved Share Option Scheme
Schemes"
"Basepoint holders of Basepoint Shares
Shareholders"
"Basepoint the existing unconditionally allotted and/or issued and fully
Shares" paid or credited as fully paid ordinary shares of 10p each in
the capital of Basepoint and any further such shares which are
unconditionally allotted and/or issued fully paid or credited
as fully paid after the date hereof and before the date on
which the Offer closes (or such earlier date, not being earlier
than the date on which the Offer becomes or is declared
unconditional as to acceptances as ACG Rented Properties may,
subject to the City Code, decide)
"business day" a day (excluding Saturdays, Sundays and public holidays) on
which banks are open for business in the City of London
"Canada" Canada, its provinces, possessions and all areas subject to its
jurisdiction and any political sub-division thereof
"Certificated" in relation to a share or other security, not in uncertificated
or "in form (that is, not in CREST)
certificated
form"
"City Code" The City Code on Takeovers and Mergers
"Closing the closing middle market quotation of a share as derived from
Price" the AIM Appendix of the Daily Official List save that the
quotation for 6 October 2005 has been derived from the website
of the London Stock Exchange
"connected has the meaning given to that term in section 346 of the Act
person"
"CREST" the relevant system (as defined in the CREST Regulations) in
respect of which CRESTCo is the operator (as defined in the
CREST Regulations)
"Daily Official the Daily Official List of the London Stock Exchange
List"
"First Closing the date which is 21 days after the posting of the Offer
Date" Document
"Form of the form of acceptance, election and authority relating to the
Acceptance" Offer, accompanying the Offer Document for use in respect of
certificated Basepoint Shares
"Japan" Japan, its cities, prefectures, territories and possessions
and all areas subject to its jurisdiction and any political
sub-division thereof
"John East & John East & Partners Limited
Partners"
"LIBOR" as defined in Appendix II of this Announcement
"Loan Note the entitlement of Basepoint Shareholders (other than certain
Alternative" Overseas Shareholders) validly accepting the Offer to elect
to receive Loan Notes instead of some or all of the cash
consideration to which they would otherwise be entitled under
the Offer
"Loan Notes" the floating rate guaranteed loan notes of ACG Rented
Properties to be issued pursuant to the Loan Note
Alternative, the principal terms of which are set out in
Appendix II of this Announcement
"London Stock London Stock Exchange plc
Exchange"
"Offer" the proposed recommended cash offer to be made by John East &
Partners, on behalf of ACG Rented Properties, to acquire all
the Basepoint Shares not already owned by ACG Rented
Properties, on the terms and conditions set out in the Offer
Document and the Form of Acceptance (in respect of
certificated Basepoint Shares) and, where the context admits,
any revision or subsequent version, variation, extension or
renewal thereof
"Offer Document" the document proposed to be sent to Basepoint Shareholders
containing, inter alia, the details of the Offer
"Official List" the Official List of the UK Listing Authority
"Overseas Basepoint Shareholders whose registered addresses are outside
Shareholders" of the UK or who are citizens, residents or nationals of
countries other than the UK or who are nominees of, or
trustees for, citizens, residents or national in countries
other than the UK
"Panel" the Panel on Takeovers and Mergers
"Regulatory a service approved by the London Stock Exchange for the
Information distribution of AIM announcements to the public
Service"
"Restricted the United States, Australia, Canada, Japan or Ireland or any
Jurisdiction" jurisdiction where the extension or acceptance of the Offer
would violate the relevant laws of that jurisdiction
"Securities Act" The United States Securities Act of 1933 (as amended)
"Smith & Smith & Williamson Corporate Finance Limited
Williamson"
"UK" or "United the United Kingdom of Great Britain and Northern Ireland
Kingdom"
"USA" or "United the United States of America, its possessions and
States" territories, all areas subject to its jurisdiction or any
political subdivision thereof, any state of the United States
of America and the District of Columbia
Save where otherwise stated, for the purpose of this Announcement, "subsidiary",
"subsidiary undertaking", "associated undertaking'' and "undertaking'' shall be
construed in accordance with the Act (but for this purpose ignoring paragraph
20(1)(b) of Schedule 4A of the Act).
In this document, the singular includes the plural and vice versa, unless the
context otherwise requires. All references to time in this Announcement are to
London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBKDLBBEBBZFBL
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