RNS No 2306u
CARISBROOKE SHIPPING PLC
23 June 1999
PART 1
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
ANTILOPE INVESTMENTS PLC
CASH OFFER for CARISBROOKE SHIPPING PLC
The boards of Antilope Investments plc ("Antilope Investments") and
Carisbrooke Shipping plc ("Carisbrooke") announce the terms of a cash offer,
to be made by Arthur Andersen Corporate Finance on behalf of Antilope
Investments, to acquire the entire issued and to be issued share capital of
Carisbrooke which Antilope Investments has not already contracted to acquire.
The Offer will be made on the basis of 50p in cash for each Carisbrooke Share,
valuing the existing issued share capital of Carisbrooke at approximately #5.1
million;
- The Offer represents a premium of approximately 69.5 per cent. over the
closing middle-market price of a Carisbrooke Share on 22 June 1999;
- There will be a Loan Note Alternative;
- Antilope Investments is a company recently formed for the purpose of making
the Offer and will, if the Offer becomes or is declared unconditional in all
respects, be owned by Carisbrooke's existing directors, who are David John
Poulton, Willem Wester, Ronald Alexander Robson, Ian Alexander Walker and
Greta Croucher,;
- Antilope Investments has entered into a Share Purchase Agreement with
certain of the directors of Carisbrooke and their family trusts to acquire
some of their shareholdings in Carisbrooke, which amount to 2,536,000
Carisbrooke Shares representing approximately 25.02 per cent of the existing
issued share capital of Carisbrooke. The consideration for these shares
will be 700,000 Antilope Shares and #568,000 in nominal value of Loan Notes;
- Irrevocable undertakings have been received from all the directors of
Carisbrooke and certain members of their immediate families and their
related trusts in respect of, in aggregate, 1,117,835 Carisbrooke Shares,
representing approximately 11.03 per cent. of the existing issued share
capital of Carisbrooke. The consideration for these shares will be #282,631
in cash and #276,287 in nominal value of Loan Notes. These undertakings
will be binding and may not be withdrawn in the event of a higher offer for
Carisbrooke being made by a third party;
- Irrevocable undertakings have been received from certain other Carisbrooke
Shareholders in respect of, in aggregate, 2,494,925 Carisbrooke Shares,
representing approximately 24.61 per cent. of the existing issued share
capital of Carisbrooke. In certain circumstances these additional
undertakings may be withdrawn in the event of a higher offer being made for
Carisbrooke by a third party.
- In total 6,148,760 Carisbrooke Shares, representing approximately 60.65 per
cent of the issued share capital of Carisbrooke are the subject of either
the Share Purchase Agreement or the irrevocable undertakings as set out
above.
- In view of their involvement with Antilope Investments, each member of the
Board is precluded by the City Code from providing advice on the terms of
the Offer and recommending an appropriate course of action to Carisbrooke
Shareholders. The Panel requires that the arrangements between the
directors of Carisbrooke and Antilope Investments, in the context of the
Offer, be approved by Carisbrooke Shareholders on a poll. Such approval
will be sought at an Extraordinary General Meeting;
- Rowan Dartington & Co. Limited ("Rowan Dartington"), the Company's financial
adviser has reviewed the Offer and advised the Board that, in its view,
the Offer is fair and reasonable and that Carisbrooke Shareholders should,
in the absence of a higher offer, accept the Offer.
Press enquiries:
Antilope Investments 01983 284100
Willem Wester
Ron Robson
Arthur Andersen Corporate Finance 0121 233 2101
Nick Maslen
Rowan Dartington 0117 921 3206
John Wakefield
Barrie Newton
Arthur Andersen of 1 Surrey Street, London WC2R 2PS is authorised by the
Institute of Chartered Accountants in England and Wales to carry on investment
business. Arthur Andersen Corporate Finance, a division of Arthur Andersen, is
acting for Antilope Investments and no-one else in connection with the Offer,
and will not be responsible to anyone other than Antilope Investments for
providing the protections offered to customers of Arthur Andersen Corporate
Finance nor for providing advice in relation to the Offer.
Rowan Dartington & Co. Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Carisbrooke and no-one else in
connection with the Offer and will not be responsible to anyone other than
Carisbrooke for providing the protections offered to customers of Rowan
Dartington & Co. Limited, nor for providing advice in relation to the Offer.
The full text of the conditions and certain further terms of the Offer are set
out in Appendix I which forms part of, and should be read with, this
announcement. Defined terms have the meaning set out in Appendix II which
forms part of, and should be read with, this announcement.
The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan.
Arthur Andersen Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.
Responsibility
The directors of Carisbrooke, whose names are David John Poulton, Willem
Wester, Ronald Alexander Robson, Ian Alexander Walker and Greta Croucher,
accept responsibility for the information contained in this announcement
relating to the Carisbrooke Group, the directors of Carisbrooke (solely in
their capacity as directors of Carisbrooke) and members of their immediate
families, and their related trusts. To the best of the knowledge and belief of
the directors of Carisbrooke (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Antilope Investments, whose names are David John Poulton,
Willem Wester, Ronald Alexander Robson, Ian Alexander Walker and Greta
Croucher, accept responsibility for the information contained in this
announcement, other than that relating to the Carisbrooke Group, the directors
of Carisbrooke and members of their immediate families and their related
trusts. To the best of the knowledge and belief of the directors of Antilope
Investments (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.
23 June 1999
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
ANTILOPE INVESTMENTS PLC
CASH OFFER FOR CARISBROOKE SHIPPING PLC
1. Introduction
The boards of Antilope Investments and Carisbrooke announce the terms of a
cash offer to be made by Arthur Andersen Corporate Finance on behalf of
Antilope Investments to acquire the entire issued and to be issued share
capital of Carisbrooke which Antilope Investments has not already contracted
to acquire.
The Offer is 50p in cash for each Carisbrooke Share and values the existing
issued share capital of Carisbrooke at approximately #5.1 million,
representing a premium of approximately 69.5 per cent. over the closing
middle-market price, as derived from the AIM Appendix to the London Stock
Exchange Daily Official List, of 29.5p per Carisbrooke Share on 22 June 1999,
being the last dealing day prior to the announcement of the Offer.
In view of their involvement with Antilope Investments, each member of the
Board is precluded by the City Code from providing advice on the terms of the
Offer and recommending an appropriate course of action to shareholders.
Rowan Dartington, the Company's financial adviser, has advised the Board with
regard to the Offer. Rowan Dartington has reviewed the Offer and advised the
Board that, in its view, based upon the factors to be set out in the Offer
Document, the Offer is fair and reasonable and that Carisbrooke Shareholders
should, in the absence of a higher offer, accept the Offer.
Antilope Investments is a company recently formed for the purpose of making
the Offer with debt funding provided by Nedship Bank N.V. ("Nedship") and
will, if the Offer becomes or is declared unconditional in all respects, be
owned by Carisbrooke's existing directors, who are D.J. Poulton, W. Wester,
R.A. Robson, I.A. Walker and G. Croucher.
2. The Offer
On behalf of Antilope Investments, Arthur Andersen Corporate Finance will
offer to acquire, subject to the conditions set out in Appendix I and the
further terms to be set out in the formal Offer Document and in the Form of
Acceptance, all of the Carisbrooke Shares, whether issued or to be issued,
which are not already contracted to be acquired by Antilope Investments, on
the following basis:
for each Carisbrooke Share 50p in cash
The Carisbrooke Shares to be acquired pursuant to the Offer will be acquired
fully paid and free from all liens, equities, charges, encumbrances and other
interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other
distributions declared, made or paid after the date of the Offer Document.
The Offer will extend to any Carisbrooke Shares which are unconditionally
allotted or issued prior to the date on which the Offer becomes or is declared
unconditional in all respects (or such earlier date as Antilope Investments
may, subject to the City Code, decide) as a result of the exercise of existing
options under the Carisbrooke Share Option Schemes or otherwise.
3. The Loan Note Alternative
Carisbrooke Shareholders (other than certain overseas shareholders) who
validly accept the Offer will be entitled to elect to receive Loan Notes
instead of all or part of the cash consideration due to them under the terms
of the Offer on the following basis:
for every #1 of cash consideration under the Offer #1 nominal of Loan Notes
The Loan Notes will be issued, credited as fully paid, in amounts of integral
multiples of #1 nominal and any fractional entitlements will be satisfied in
cash. The Loan Notes will bear interest, payable in arrears in half-yearly
instalments, at a variable rate equal to LIBOR. The Loan Notes will be
transferable but no application has been made or is intended to be made for
the Loan Notes to be listed or traded on any stock exchange or otherwise.
The Loan Notes may be redeemed in stages at par at the option of the holders.
At yearly intervals commencing on 30 April 2000, the holders of the Loan Notes
may give notice to Antilope Investments requiring up to 25 per cent. of their
initial holding of Loan Notes to be redeemed. On 30 April 2004, all
outstanding Loan Notes will be redeemed at par. The Loan Notes will be
unsecured and neither the principal nor the interest will be guaranteed by any
third party. The Loan Notes will be subordinated to the facilities that are
being provided to Antilope Investments by Nedship so that no payments of
interest may be made to the holders of the Loan Notes and no repayments of the
Loan Notes may take place whilst a major default is outstanding under the
facilities that are being provided to the Company by Nedship.
The Loan Note Alternative is conditional on the Offer becoming or being
declared unconditional in all respects and will remain open for so long as the
Offer remains open for acceptance.
Arthur Andersen Corporate Finance have advised Antilope Investments that, in
their opinion, based on market conditions at 22 June 1999 (being the latest
practicable date prior to publication of this announcement), the estimated
value of the Loan Notes, if they had been in issue on that date, would have
been not less than 98p per #1 in nominal value.
4. Financial effects of acceptance of the Offer
The following table shows, for illustrative purposes only and on the bases and
assumptions set out in the notes below, the financial effects on capital value
and gross income of acceptance of either the Offer of 50p cash or the Loan
Note Alternative for an accepting holder of one Carisbrooke Share, if the
Offer becomes or is declared unconditional in all respects:
(a) Capital value
Loan Note
Offer Alternative
Notes (p) (p)
Cash consideration 50.0 -
Value of 50p nominal of Loan Note (i) - 49.0
----- -----
Total value 50.0 49.0
Market value of one Carisbrooke Share (ii) 29.5 29.5
This represents an increase in capital value of: 20.5 19.5
----- -----
This represents an increase of: 69.5% 66.1%
----- -----
(b) Gross income
From re-invested cash consideration (iii) 2.67 -
From 50p nominal of Loan Note (iv) - 2.69
----- -----
Total income 2.67 2.69
Gross income from one Carisbrooke Share (v) 1.25 1.25
This represents an increase in gross income of 1.42 1.44
----- -----
This represents an increase of 113.6% 115.2%
----- -----
Notes:
(i) The value of the Loan Notes is based on Arthur Andersen Corporate
Finance's estimated value of not less than 98p per #1 nominal value of
Loan Notes, had such notes been in issue on 22 June 1999 (being the last
practicable date prior to the publication of this announcement).
(ii) The market value of Carisbrooke Shares is based on the middle-market
price of 29.5p per Carisbrooke Share derived from the AIM Appendix to
the London Stock Exchange Daily Official List on 22 June 1999 (being
the last dealing day prior to the announcement of the Offer).
(iii) The gross income from re-invested cash is based on the assumption that
the cash consideration is re-invested to yield 5.33 per cent. per annum,
being the approximate yield shown by the FT Actuaries Average Gross
Redemption Yield for medium coupon British Government securities of
maturities of up to five years on 21 June 1999 as extracted from the
Financial Times on 22 June 1999 (being the last practicable date prior
to the publication of this announcement).
(iv) The gross income from the Loan Notes is based on the rate of interest on
the Loan Notes, being LIBOR. As at 22 June 1999 (being the last
practicable date prior to the publication of this announcement), LIBOR
was 5.37 per cent.
(v) The gross dividend income on the Carisbrooke Shares is based on the
aggregate of 1.0p (net) per Carisbrooke Share, being the interim
dividend for the year ended 31 December 1998 of 1.0p (net) per share and
the final dividend for the year ended 31 December 1998 of nil per share,
together with the associated tax credit of 20/80ths of the amount paid.
(vi) Save as referred to in note (v) above, no account has been taken of any
liability to taxation.
5. Antilope Investments' reasons for making the Offer
One of the primary reasons for Carisbrooke seeking admission of its shares to
trading on AIM in June 1996 was to enable those shareholders who had bought
shares in the Company under the BES share issues to realise their investment,
as originally envisaged when such BES share issues were made. At the same
time, the Company raised approximately #1.69 million (net of expenses) in cash
to fund the acquisition of the first two new vessels in the fleet; the "Mark
C" and the "Emily C". These funds were raised predominantly from
institutional investors.
Since the flotation, the directors of Carisbrooke believe that it has become
clear that AIM has little to offer a company such as Carisbrooke at this time.
The majority of the institutional shareholders who invested in Carisbrooke in
June 1996 have now sold their Carisbrooke Shares. The directors of
Carisbrooke understand that institutional investors are concentrating more on
shares in larger companies with the result that there are fewer buyers for
shares in smaller companies such as Carisbrooke, with a consequent reduction
in liquidity. The directors of Carisbrooke consider that it would be
extremely difficult for the Company to raise new equity and that the market
price of the Carisbrooke Shares does not fully reflect the worth of the
Company.
The Carisbrooke directors' experience is that shipping is a very cyclical
business, dependent upon the state of world trade and the economies of
individual countries, with the result that there will inevitably be good and
bad years. The Board believes that this has had a negative effect on
Carisbrooke's share price since it has prevented the Company from achieving
the level of steady growth underpinning the share price which is favoured by
the stock market.
As a result, the directors of Carisbrooke believe that the principal
advantages of being a publicly quoted company have largely disappeared for
Carisbrooke. The directors of Carisbrooke consider that the Company's future
development can best be managed as a non-AIM quoted company and that the true
value of the Carisbrooke Group, which they consider is fairly reflected by the
Offer, is unlikely to be realised through AIM in a timeframe acceptable to
Carisbrooke Shareholders.
The board of Antilope Investments believes that full acceptance of the Offer
will:
- enable Carisbrooke Shareholders to realise their investment in Carisbrooke,
without incurring dealing charges, at a price which represents a premium of
approximately 69.5 per cent. over the closing middle-market price of a
Carisbrooke Share on 22 June 1999, being the last dealing day prior to the
announcement of the Offer;
- enable Carisbrooke to access appropriate sources of capital without undue
concern for the effect on short-term earnings; and
- remove from Carisbrooke the financial and regulatory burden of being an AIM
quoted company.
Following the Offer becoming or being declared unconditional in all respects,
Antilope Investments intends to build on the progress made by the existing
board of Carisbrooke.
6. Arrangements with the directors of Carisbrooke
The directors of Carisbrooke understand that their continued involvement in
the development of Carisbrooke as a non-AIM quoted company has been central to
Nedship's willingness to provide funding for the Offer.
Accordingly, Antilope Investments has entered into an agreement with certain
of the Carisbrooke directors and their family trusts to acquire certain of
their Carisbrooke Shares in exchange for Antilope Shares and Loan Notes, as
described in paragraph (a) below. Certain of the directors of Carisbrooke
have also subscribed for Antilope Shares in cash, as described in paragraph
(b) below. In addition, irrevocable undertakings to accept the Offer have
been given by the Carisbrooke directors certain members of their immediate
families and their related trusts in respect of their Carisbrooke Shares which
are not the subject of the Share Purchase Agreement as described in paragraph
(c) below.
Following the Offer becoming or being declared unconditional in all respects,
service contracts between each of the executive directors of Carisbrooke and
Antilope Investments will become effective on substantially similar terms as
are contained in their existing service contracts with Carisbrooke. A
resolution, the passing of which, on a poll, is, inter alia, a condition of
the Offer, will be proposed at an Extraordinary General Meeting of
Carisbrooke, notice of which will be contained in the Offer Document, to
approve, inter alia, these new service contracts in the context of the Offer.
(a) Antilope Investments has entered into a Share Purchase Agreement with W.
Wester, G. Croucher and R. McCain (as trustee of G. Croucher's family trust)
to acquire a total of 2,536,000 of their Carisbrooke Shares, representing
approximately 25.02 per cent. of the issued share capital of the Company. The
consideration for the acquisition of these Carisbrooke Shares will be in the
form of 700,000 Antilope Shares credited as fully paid and #568,000 in nominal
value of Loan Notes.
The Share Purchase Agreement is conditional only on the Offer becoming or
being declared unconditional in all respects. The Offer is conditional, inter
alia, on the passing, on a poll, of the resolution to be proposed at the
Extraordinary General Meeting of Carisbrooke, notice of which will be
contained in the Offer Document, to approve, inter alia, the Share Purchase
Agreement in the context of the Offer.
(b) Subscription for Antilope Shares
On 2 June 1999 D.J. Poulton, R.A.Robson and I.A. Walker respectively
subscribed for and were allotted 11,000, 30,000 and 11,630 Antilope Shares at
a subscription price of #1 per share fully paid up. A resolution is to be
proposed, on a poll, at the Extraordinary General Meeting, notice of which
will be contained in the Offer Document, to approve, inter alia, this
subscription in the context of the Offer. The Offer is conditional, inter
alia, upon the passing of this resolution.
As a result of the Share Purchase Agreement and the subscription, following
the Offer becoming or being declared unconditional in all respects, the
Carisbrooke directors will have a total aggregate holding of 752,630 Antilope
Shares (representing a 100 per cent. interest in its issued share capital) and
the Carisbrooke directors and their related trusts will have a total aggregate
holding of #568,000 in nominal value of Loan Notes to be issued by Antilope
Investments.
(c) Irrevocable undertakings from directors of Carisbrooke
Irrevocable undertakings have been received from all the directors of
Carisbrooke and certain members of their immediate families and their related
trusts in respect of, in aggregate, 1,117,835 Carisbrooke Shares, representing
approximately 11.03 per cent. of the existing issued share capital of
Carisbrooke. The consideration for these Carisbrooke Shares will be #282,631
in cash and #276,287 in nominal value of Loan Notes. These undertakings may
not be withdrawn in the event of a higher offer for Carisbrooke being made by
a third party.
As the arrangements between the directors of Carisbrooke and Antilope
Investments, which include the Share Purchase Agreement, the cash subscription
and the new service contacts referred to in paragraphs (a), (b) and (c) above,
are not arrangements that are available to all Carisbrooke Shareholders, the
Panel requires such arrangements, in the context of the Offer, to be approved
by Carisbrooke Shareholders (other than the directors of Carisbrooke, their
immediate families and related trusts) on a poll at an Extraordinary General
Meeting.
Rowan Dartington has advised the Board of Carisbrooke that based on the
factors to be set out in the Offer Document it considers the arrangements
between Antilope Investments and the Carisbrooke directors referred to in this
announcement which include the Share Purchase Agreement, subscription for
Antilope Shares and service contracts between the directors of Carisbrooke and
Antilope Investments to be fair and reasonable in the context of the Offer and
that Carisbrooke Shareholders should vote in favour of the resolution to be
proposed at the Extraordinary General Meeting.
7. Irrevocable undertakings to accept the Offer
In addition to the irrevocable undertakings received from the directors of
Carisbrooke, certain members of their immediate families and their related
trusts, irrevocable undertakings to accept the Offer have also been received
by Antilope Investments in respect of 2,494,925 Carisbrooke Shares,
representing approximately 24.61 per cent. of Carisbrooke's issued share
capital. These additional irrevocable undertakings to accept the Offer have
been received from:
* certain individual shareholders in respect of their entire beneficial (and
joint beneficial) holdings of 1,436,638 Carisbrooke Shares; and
* certain institutional shareholders in respect of their entire holdings of
1,058,287 Carisbrooke Shares.
In certain circumstances these additional irrevocable undertakings may be
withdrawn in the event of a higher offer for Carisbrooke being made by a third
party.
In total 6,148,760 Carisbrooke Shares, representing approximately 60.65 per
cent. of the issued share capital of the Company, are the subject of either
the Share Purchase Agreement or the irrevocable undertakings referred to in
paragraph 6 above and in this paragraph.
8. Extraordinary General Meeting
An Extraordinary General Meeting of the Company will be convened at the
registered office of the Company, notice of which will be contained in the
Offer Document to be posted to Carisbrooke Shareholders. The resolution set
out in the notice will be proposed to approve the arrangements between
Antilope Investments and the Carisbrooke directors which include the Share
Purchase Agreement, the cash subscription for Antilope Shares and the new
service contracts referred to in paragraph 6 above, in the context of the
Offer. The Offer is conditional, inter alia, upon the passing of this
resolution on a poll
9. Information on Antilope Investments
Antilope Investments is a company recently formed for the purpose of making
the Offer (as a result of the subscription for Antilope Shares referred to in
paragraph 6 (b) above) with debt funding provided by Nedship. It is currently
owned by D.J. Poulton, R.A. Robson and I.A. Walker, all directors of
Carisbrooke. Further information on Antilope Investments and a description of
the financing arrangements for Antilope Investments in respect of the Offer
will be set out in the Offer Document.
10. Information on Carisbrooke and current trading
The Carisbrooke Group is an operator of mini-bulk vessels based on the Isle of
Wight. It currently operates a fleet of 17 vessels with an aggregate capacity
of approximately 60,000 deadweight tonnes. It transports freight for a wide
range of organisations throughout Europe.
In the year ended 31 December 1998, the Carisbrooke Group achieved turnover of
#6.16 million (1997: #12.18 million) and loss before tax of #1.27 million
(1997: loss before tax of #1.59 million). Loss per share was 12.68p (1997:
loss per share 16.31p) and net dividends per share were 1.0p (net) (1997: 1.0p
(net)). Net assets at 31 December 1998 were #5.13 million (1997: #6.45
million).
As mentioned by Carisbrooke's former chairman in his statement accompanying
the 1998 results, the directors of Carisbrooke believe that 1999 will be a
very difficult year for Carisbrooke. It is the considered view of the
directors of Carisbrooke that new vessel management contracts currently under
negotiation are unlikely to be in place until the latter part of the year.
The Board believes that the current difficult trading position is likely to
continue throughout the year.
11. Management and employees
Antilope Investments has confirmed that the existing employment rights,
including pension rights, of all the employees of the Carisbrooke Group will
be fully safeguarded following the Offer becoming or being declared
unconditional in all respects.
Antilope Investments expects career opportunities for the management and staff
of Carisbrooke to be enhanced by its plans for the development of the business
of the Carisbrooke Group, and Antilope Investments does not intend to make any
reduction in staff numbers as a result of the Offer.
12. Carisbrooke Share Option Schemes
The Offer extends to any Carisbrooke Shares issued or unconditionally allotted
upon exercise of options under the Carisbrooke Share Option Schemes before the
date on which the Offer closes (or such earlier date as Antilope Investments
may, subject to the City Code, decide).
No options held under the Carisbrooke Share Option Schemes are currently
exercisable.
The Carisbrooke Share Option Schemes contain provisions which would allow
optionholders to exercise their options in the event of the Offer becoming or
being declared unconditional in all respects or if the provisions of sections
428 to 430F of the Act are applied to acquire compulsorily any outstanding
Carisbrooke Shares. Antilope Investments will notify optionholders of these
events if and when they occur. Options become exercisable during a period of
six months from the occurrence of these events, after which such options
lapse. Where trading of the Carisbrooke Shares on AIM ceases before the
expiry of such six month period, and optionholders exercise their options
after Carisbrooke Shares have ceased to trade on AIM, optionholders will
acquire shares which do not satisfy Schedule 9 of the Income and Corporation
Taxes Act 1988 and may incur a charge to income tax on exercise of those
options. Optionholders will not be offered the opportunity to exchange their
options over Carisbrooke Shares for options over Antilope Shares.
All existing unexercised options held under the Carisbrooke Share Option
Schemes were granted with an exercise price which is higher than the Offer
price of 50p per Carisbrooke Share. If the Offer becomes or is declared
unconditional in all respects, Carisbrooke will not make any proposals to
participants in the Carisbrooke Share Option Schemes who have not yet
exercised their options.
13. Cancellation of Trading
As soon as it is appropriate and possible to do so and subject to the Offer
becoming or being declared unconditional in all respects, Antilope Investments
intends to apply for cancellation of the trading of the Carisbrooke Shares on
AIM.
In addition, on receipt of valid acceptances of not less than 90 per cent. of
the Carisbrooke Shares which are the subject of the Offer, Antilope
Investments intends to apply the provisions of sections 428 to 430F of the Act
to acquire compulsorily any Carisbrooke Shares in respect of which valid
acceptances have not been received.
14. General
The formal Offer Document, setting out details of the Offer, and the Form of
Acceptance and proxy form for use at the Extraordinary General Meeting will be
despatched as soon as practicable.
The availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of, and
observe, any applicable requirements. The Offer will not be made, directly or
indirectly, in or into the United States, Canada, Australia or Japan or by use
of the mails, or by any means or instrumentality of interstate or foreign
commerce, or any facility of a national securities exchange, of the United
States of America, Canada, Australia or Japan. Accordingly, whilst copies of
the Offer Document will be sent to all Carisbrooke Shareholders in order to
give notice of the Extraordinary General Meeting of the Company, copies of
this press announcement and the Form of Acceptance will not be, and must not
be, mailed or otherwise distributed or sent in, into or from the United
States, Canada, Australia or Japan and persons receiving this press
announcement and Form of Acceptance (including custodians, nominees and
trustees) must not distribute or send them in, into or from the United States,
Canada, Australia or Japan.
Save as disclosed in the Offer Document, neither Antilope Investments, nor any
person deemed to be acting in concert with Antilope Investments, owns or
controls any Carisbrooke Shares or has any options to acquire any Carisbrooke
Shares.
The value of the Offer has been calculated on the basis of 10,137,549
Carisbrooke Ordinary Shares in issue as at 22 June 1999.
The definitions of terms used in this announcement are contained in Appendix
II to this announcement.
This announcement does not constitute an offer or an invitation to purchase
any securities. The conditions and further terms of the Offer are set out in
Appendix I to this announcement.
Press enquiries:
Antilope Investments 01983 284100
Willem Wester
Ron Robson
Arthur Andersen Corporate Finance 0121 233 2101
Nick Maslen
Rowan Dartington 0117 921 3206
John Wakefield
Barrie Newton
Arthur Andersen is authorised by the Institute of Chartered Accountants in
England and Wales to carry on investment business. Arthur Andersen Corporate
Finance, a division of Arthur Andersen, is acting for Antilope Investments and
no-one else in connection with the Offer, and will not be responsible to
anyone other than Antilope Investments for providing the protections offered
to customers of Arthur Andersen Corporate Finance nor for providing advice in
relation to the Offer.
Rowan Dartington & Co. Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Carisbrooke and no-one else in
connection with the Offer and will not be responsible to anyone other than
Carisbrooke for providing the protections offered to customers of Rowan
Dartington & Co. Limited, nor for providing advice in relation to the Offer.
Arthur Andersen Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.
The directors of Carisbrooke, whose names are David John Poulton, Willem
Wester, Ronald Alexander Robson, Ian Alexander Walker and Greta Croucher,
accept responsibility for the information contained in this announcement
relating to the Carisbrooke Group, the directors of Carisbrooke (solely in
their capacity as directors of Carisbrooke) and members of their immediate
families and related trusts. To the best of the knowledge and belief of the
directors of Carisbrooke (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Antilope Investments, whose names are David John Poulton,
Willem Wester, Ronald Alexander Robson, Ian Alexander Walker and Greta
Croucher, accept responsibility for the information contained in this
announcement, other than that relating to the Carisbrooke Group, the directors
of Carisbrooke and members of their immediate families and related trusts. To
the best of the knowledge and belief of the directors of Antilope Investments
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
MORE TO FOLLOW
OFFNFNKAAFENEFN
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