RNS NO 9798E
ARGENT GROUP
4th July 1997
PART 1
Not for release, publication or distribution in or into the
United States of America, Australia, Canada or Japan
BT PENSION SCHEME
ACQUISITION OF 39.5 PER CENT OF ARGENT
and
RELATED RULE 9 OFFER FOR ARGENT
- The Trustees of the BT Pension Scheme announce that BriTel
Property (a company wholly owned by the BT Pension Scheme)
has today agreed to purchase 23,879,947 Argent Shares at
375p per share in cash and loan notes from Warburg, Pincus,
certain directors of Argent and their associates.
- In accordance with the City Code, BriTel Property will
make an offer for the ordinary share capital of Argent it
does not already own. The Offer is 375p in cash per Argent
Share and is final and will not be increased.
- It is intended that Argent will maintain its listing.
- Following the Offer, Michael Freeman and Peter Freeman, who
have sold their Argent Shares to BriTel Property, will
remain as joint Chief Executives for a period of 12 months.
Commenting on the Offer, Alastair Ross Goobey of BriTel
Property, said today:
"We were delighted to have been offered the opportunity to
acquire 39.5 per cent. of Argent and believe the Company has
excellent prospects for the future and will benefit from the
presence of the BT Pension Scheme Group as a strong, long-term
shareholder. We are also pleased to have secured the services
of Michael and Peter Freeman for 12 months and look forward to
working with them. Our intention is that Argent will continue
as a listed property development and investment company.
Despite being required for technical reasons to make an offer
under the City Code, we would prefer to remain a significant
shareholder providing long term support to Argent's property
activities."
Michael Freeman, joint Chief Executive of Argent said today:
"Argent is very pleased to welcome BriTel Property as a
shareholder replacing the pre-flotation investors. The BT
Pension Scheme is a major force in UK property and we very much
enjoy our working relationship with the scheme in Argent
Development Consortium. We leave Argent next July, after 17
years with the Company, we will remain actively involved in
completing the Consortium's projects and we look forward to
developing new projects jointly with Argent in the future."
Press Enquiries:
BriTel Property 0171 702 0888
Alastair Ross Goobey
Rothschilds 0171 280 5000
John Deans
Argent 0171 734 3721
George Steer
Michael Freeman
Peter Freeman
Schroders 0171 658 6000
Robert Swannell
James Bardrick
Cazenove 0171 588 2828
Robert Pickering
Rothschilds, which is regulated by The Securities and Futures
Authority Limited, is acting for the BT Pension Scheme Group in
connection with the Offer and no one else and will not be
responsible to anyone other than the BT Pension Scheme Group for
providing the protections afforded to customers of Rothschilds
nor for affording advice in relation to the Offer. Neither
BriTel Property nor Rothschilds has verified nor takes
responsibility for the information herein relating to Argent or
for the views and expressions of opinion set out herein which
are attributed to Argent.
Schroders, which is regulated by the Securities and Futures
Authority Limited, is acting for Argent in connection with the
Offer and no-one else and will not be responsible to anyone
other than Argent for providing the protections afforded to
customers of Schroders nor for affording advice in relation to
the Offer. Cazenove, which is regulated by the Securities and
Futures Authority Limited, is acting for Argent in connection
with the Offer and no-one else and will not be responsible to
anyone other than Argent for providing the protection afforded
to customers of Cazenove nor for affording advice in relation to
the Offer. Neither Argent nor Schroders nor Cazenove has
verified nor takes responsibility for the information herein
relating to the BT Pension Scheme Group or for the views and
expressions of opinion set out herein which are attributed to
members of the BT Pension Scheme Group.
The Offer is not being made directly or indirectly in, or by use
of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States nor in
Canada, Australia or Japan. This includes, but is not limited
to, facsimile transmission, telex and telephone. Accordingly,
copies of this announcement and any related offering documents
are not being. and must not be, mailed or otherwise distributed
in or into the United States, Canada, Australia or Japan and so
doing may invalidate any purported acceptance.
BT PENSION SCHEME
ACQUISITION OF 39.5 PER CENT OF ARGENT
and
RELATED RULE 9 OFFER FOR ARGENT
The Trustees of the BT Pension Scheme announce that BriTel
Property (a company wholly owned by the BT Pension Scheme) has
today agreed to purchase from Warburg, Pincus, certain directors
of Argent and their associates ("the Vendor Shareholders") in
aggregate 23,879,947 Argent Shares, representing 39.5 per cent.
of the total issued share capital of Argent, for 375p per share
in cash and loan notes ("the Acquisition"). Further details of
the Vendor Shareholders and the Argent Shares they have agreed
to sell are set out in Appendix 4.
Following the Acquisition, the BT Pension Scheme and BriTel
Property will be interested in 24,283,624 Argent Shares
representing approximately 40.2 per cent. of the total issued
share capital of Argent. Accordingly, in compliance with Rule 9
of the City Code, BriTel Property announces the terms of an
offer ("the Offer") to be made by Rothschilds on behalf of
BriTel Property to acquire the ordinary share capital of Argent
it does not already own. BriTel Property intends that Argent
should maintain its listing on the London Stock Exchange.
The Offer is 375p in cash per Argent Share, valuing Argent's
issued share capital at approximately #240 million (assuming the
exercise of relevant options under the Argent Share Option
Schemes) and representing a discount of 16.7 per cent to the
market price of 450p at the close of business on 3 July, 1997,
the day prior to the announcement of the Offer. Shareholders
will also be offered a full loan note alternative.
Reasons for the Offer
As BriTel Property has acquired over 29.9 per cent. of the
voting rights in Argent it is required under Rule 9 of the City
Code to make a cash offer to all the remaining shareholders of
Argent.
Background and reasons for the Acquisition
Argent was founded in 1981 by its current joint Chief
Executives, Michael and Peter Freeman. In subsequent years
Argent grew rapidly, developing a strong track record in
property development and recruiting the present management team.
In June 1994 Argent was listed on the London Stock Exchange at
255p per share. Since its listing Argent has performed well and
currently trades at a significant premium to its last audited
net asset value of 312p per share as at 31 December 1996. The
board of Argent believes that this premium is due to the high
quality of Argent's investment and development assets, the
impressive track record of the management team led by Michael
and Peter Freeman and positive market sentiment towards property
shares. Before considering how Argent's independent
shareholders should react to the BriTel Property proposals and
the Offer, it is necessary to set out some more recent
background to the current situation.
Argent was financed, prior to its flotation, largely by venture
capitalists, including Warburg, Pincus, who invest through
limited-life funds. These investors, who currently own shares
totalling 32.9 per cent. of the Company, began their successful
investments in Argent between the years 1988 and 1991. In 1996
they began a process of realising their investments through a
sale of approximately one half of their then aggregate holdings,
in a placing at 338p per share. A realisation at a material
premium to that price and to the most recent audited net assets
per share was considered by them to be an acceptable way to
complete their exit process.
The Freeman brothers hold most of their personal wealth in their
shareholdings in Argent and, in order to diversify their assets
after 16 years with the Company, had expressed a desire to sell,
over the next year or so, a significant proportion of their
total shareholdings in Argent, which (after exercise of all
outstanding options) amount to 7.6 per cent. of the Company.
The Freeman brothers had also been exploring with the Argent
board whether the basis of their involvement with Argent could
be made more consistent with their personal, business and
investment objectives enabling them to commit to Argent for the
rest of their business careers.
Given these circumstances and the importance of the management
team to delivering the value of Argent's existing development
assets (and, in particular, the contractual requirement that at
least two out of Michael and Peter Freeman and Roger Madelin,
the Development Director, continue to be actively involved in
Argent Development Consortium ("ADC") in order for Argent to
benefit from the performance-related upside element in the ADC
agreement) the board and its advisers explored a range of
options. These included revised executive management roles and
service contracts for the Freeman brothers, a market placing, a
separation of the Company into investment and development
vehicles, a merger with another company and an outright sale.
The Freeman brothers, having reviewed the options referred to
above with the rest of the Argent board, did not believe that it
was possible to reconcile their longer term objectives with a
long-term commitment to remain with the Company.
The Vendor Shareholders agreed with the board that it would be
undesirable to seek to place or sell their shares without
obtaining an offer on the same terms for all other shareholders.
Discussions took place with several major property companies and
institutions and in the light of the circumstances outlined
above it was concluded by the Vendor Shareholders and the board
that the proposals made by BriTel Property provided the best
available solution for the Company as a whole. The board
believes that the BT Pension Scheme Group, as a strong and
supportive long term institutional shareholder, can provide
Argent with flexibility, both strategically and financially, a
position which the Vendor Shareholders could no longer be
expected to fulfil.
BriTel Property has stated its intention to seek to retain
Argent's listing, either by a sufficient number of Argent
shareholders deciding to retain their investment and not accept
the Offer and/or by placing sufficient shares following the
Offer to ensure that it complies with the London Stock Exchange
listing conditions. If, within two weeks following closure of
the Offer, the London Stock Exchange has not confirmed that
Argent's listing will be maintained, BriTel Property will
(subject to the Panel's consent) re-open the Offer for
acceptance for a period of at least 14 days or make other
proposals which would facilitate a cash exit at 375p per share
for Shareholders within this period. In this event, Argent
shareholders will have the opportunity to decide whether they
wish to remain shareholders without the benefit of a listing or
accept the Offer.
Given their existing good relationship with the BT Pension
Scheme Group, both as an Argent shareholder and as the major
partner in ADC, the Freeman brothers have committed to remain in
their current roles for twelve months and Roger Madelin has
committed to remain in his current role for at least two years.
Furthermore, the Freeman brothers have confirmed to BriTel
Property that they will, after the end of the twelve months,
when they will cease to be employees of Argent, remain actively
involved with ADC so that Argent can retain the agreed increased
participation in upside from the ADC projects. The Freeman
brothers have also stated that they would be prepared to give
Argent first look at major development opportunities they become
involved in following their departure after the twelve month
period.
If, as is intended by BriTel Property, the Argent listing is
retained, the opportunity to remain as Argent shareholders might
be considered attractive by certain shareholders for the
following reasons:
- the ability to retain an equity exposure to the future
upside expected from Argent's investment and development
assets with the direct involvement of the current
management team for at least the first year and the
expectation of a continuing relationship with the Freeman
brothers;
- over 80 per cent. of the existing investment portfolio is
in the fast-growing retail and leisure sectors;
- the developments are of very high quality in three major
centres - the City of London, the Thames Valley and Central
Birmingham - each of which has a limited supply of new
grade A office space;
- the developments within ADC are fully financed on a non-
recourse basis with Argent potentially having a greater
share of profit than its share of equity invested;
- the ability to benefit through a quoted property equity
investment from any future improvements in general property
and equity market conditions; and
- the ability to benefit from any future advantages brought
by the BT Pension Scheme Group as a supportive shareholder,
major institutional property investor and finance provider.
Future Strategy for Argent
Argent will continue to operate as a property investment and
development group. Both Argent and the BT Pension Scheme have
been for some time evaluating possible innovative structures for
the ownership of property offering tax and other efficiencies
for investors. Argent will continue to do so with the
encouragement of BriTel Property.
The board of BriTel Property believes Argent's future as a
property development Company is enhanced by the presence of
BriTel Property as a long-term shareholder with access to the
significant resources of the BT Pension Scheme.
Advice to shareholders
Under the rules of the City Code, the Argent board is required
to obtain independent advice on the Offer and to make the
substance of such advice and its own views known to
shareholders.
It is not possible for the Argent board to give a definitive
recommendation. In considering what action to take, shareholders
should consider, in addition to their own individual investment
requirements and objectives, the following arguments for
acceptance or rejection of the Offer.
Arguments for Acceptance of the Offer
- the Offer represents a premium of 20 per cent. to the last
published net assets of Argent as at 31 December 1996;
- whilst the Offer represents a discount of 16.7 per cent.to
the Argent share price on 3 July, 1997, the Argent board
believes that a certain amount of the premium in the share
price is attributable to the reputation of Michael and
Peter Freeman who have now indicated their intention to
leave the Company in the medium term;
- the cash price of 375p is considered acceptable by the
Vendor Shareholders in their particular circumstances;
- depending on the level of acceptances for the Offer, the BT
Pension Scheme Group, which will continue to own direct
property investments as outlined below, will have a
substantial (and possibly the majority) shareholding and
voting rights in Argent. Nevertheless, the London Stock
Exchange has confirmed that the proposed constitution of
the board of Argent and the other proposals described in
this document meet the requirement under the Listing Rules
that Argent be independent of BriTel Property;
- acceptance of the Offer by others could lead to a reduction
in the free float of Argent shares which might adversely
affect their liquidity; and
- acceptance avoids uncertainty over the medium and longer
term management team, strategy and structure of Argent.
Arguments for retaining Argent shares
- the Offer represents a discount of 16.7 per cent. to the
share price on 3 July, 1997;
- the Offer does not include any premium for control of the
Company;
- the Offer may not represent the full potential value of
Argent's investment and development assets;
- by retaining shares, Argent shareholders will maintain
their exposure to the expected continued improvement in
property market conditions and the additional upside from
Argent's existing projects and possible future assets and
opportunities in any longer term association with the
Freeman brothers;
- Argent should benefit from the introduction of the BT
Pension Scheme Group as a substantial long-term stable
institutional shareholder with a major commitment to the
property sector and to innovative solutions in property
management and financing; and
- Argent represents a relatively tax efficient investment
vehicle at the corporate and asset level due to its
deliberate emphasis on capital growth rather than taxable
profits and dividend distributions.
In deciding whether to accept the Offer or retain Argent Shares,
the Argent board, who have been so advised by Schroders, believe
that independent shareholders need to consider carefully their
own investment requirements and objectives and the above
factors. In providing its advice, Schroders has taken account
of the Argent directors' commercial assessments.
Cazenove & Co. are brokers to the Company.
The Offer
The Offer will be made on the following basis:
for each Argent Share 375p in cash
The Offer values Argent's issued share capital at approximately
#240 million (assuming the exercise of relevant outstanding
options under the Argent Share Option Schemes). The Offer
represents a discount of 16.7 per cent. to the middle market
quotation of 450p per Argent Share as derived from SEAQ at the
close of business on 3 July, 1997, the last dealing day before
this announcement.
The Offer is final and will not be increased.
Further details of the financial effects of acceptance of the
Offer are set out in Appendix 3.
Terms and Conditions of the Offer
The Argent Shares, which are the subject of the Offer, will be
acquired by BriTel Property fully paid and free from all liens,
charges, equitable interests, 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
this announcement.
The Offer will be subject to the terms and conditions set out in
Appendix 1 and in the formal offer document.
The Loan Note Alternative
Holders of Argent Shares who accept the Offer, other than
certain overseas shareholders, may elect to receive Loan Notes
in lieu of all or part of the cash consideration due to them
under the Offer on the following basis:
for every #1 of cash consideration #1 nominal
of Loan Notes
Fractional entitlements to Loan Notes will be disregarded. The
Loan Notes, which will be unsecured, will bear interest, payable
in half-yearly instalments commencing on 31 December, 1997, at
the rate of 1 per cent. below LIBOR. BriTel Fund Trustees
Limited (as the custodian trustee of the Trustees of the BT
Pension Scheme) will guarantee the obligations of BriTel
Property under the Loan Notes. The Loan Notes will be
transferable subject to certain restrictions. No application
will be made for the Loan Notes to be listed or dealt on any
stock exchange.
The Loan Note Alternative is conditional on the Offer becoming
or being declared unconditional in all respects.
Rothschilds has advised that, based on market conditions on 3
July, 1997 (being the latest practicable date prior to this
announcement), the estimate of their value if the Loan Notes had
been in issue on that date would have been approximately 98p per
#1 in nominal value.
Application is being made to the Inland Revenue for clearance
that the disposal of Argent Shares in exchange for Loan Notes
will qualify for roll-over relief and not give rise to an
immediate charge to capital gains tax.
Further particulars of the Loan Notes are set out in Appendix 2.
Information relating to BriTel Property and the BT Pension
Scheme
BriTel Property is a company wholly owned by the BT Pension
Scheme and was established for the purpose of making the
Acquisition and the Offer. The BT Pension Scheme is an
occupational pension scheme established for the benefit of UK
employees of British Telecommunications plc. The principal
investment manager for the BT Pension Scheme is Hermes
Investment Management Limited, whose Chief Executive, Alastair
Ross Goobey, and Corporate Finance Director, Robert Padgett, are
directors of BriTel Property. BriTel Property's other two
directors, John Sadler and Ken Thomas, are trustees of the BT
Pension Scheme.
As at 31 December 1996, the BT Pension Scheme had net assets
with a market value of approximately #19.9 billion including
property investments with a market value of approximately #1.9
billion.
Information relating to BriTel Fund Trustees Limited
BriTel Fund Trustees Limited is the custodian trustee of the
Trustees of the BT Pension Scheme and would have recourse to the
assets of the BT Pension Scheme in meeting its obligations under
its guarantee of BriTel Property's obligations under the Loan
Notes.
Information relating to Argent
Argent owns and develops office, industrial and retail
properties in the UK. The group owns a prime property
investment portfolio, valued as at 31 December, 1996 at around
#350 million. Over 80 per cent. of the Company's investment
portfolio is in the fast growing retail and leisure sectors.
The portfolio also benefits from tenants with strong financial
covenants, rental levels at or below current market levels and
with 15 years or more unexpired on over 75 per cent. of the
total rental income. The group also has an interest (via its
shareholding in ADC) in a #400 million prime development
programme in the City of London, the Thames Valley and Central
Birmingham. The development programme as a whole is well
advanced in terms of finance, planning and construction. The
final value of the development programme will depend on the
strength of the letting and investment markets.
For the year ended 31 December, 1996, Argent announced a profit
after taxation of #4.94 million (1995: #10.52 million).
As at 31 December, 1996, Argent's consolidated net assets were
#188.6 million (1995: #173.5 million) and net assets per
ordinary share were 312p (1995: 287p).
Retention of listing
The board of BriTel Property intends that Argent should retain
its listing on the London Stock Exchange. The London Stock
Exchange has discretion regarding the retention of the listing
but is likely to require that a sufficient number of Argent
Shares continues to be held by persons other than BriTel
Property and its associates in order to ensure that the market
will operate properly. The board of BriTel Property would
welcome the retention by shareholders of all of their holdings
in order to facilitate this.
However, if acceptances are received in respect of such number
of Argent Shares as would result in the London Stock Exchange
requirements for maintenance of listing ceasing to be met, then
BriTel Property would intend to place in the market excess
Argent Shares. However, if such a placing could not be achieved
on terms satisfactory to BriTel Property then no placing would
be undertaken and Argent would lose its listing. No
arrangements in respect of such a placing have been made. If
within two weeks following closure of the Offer, the London
Stock Exchange has not confirmed that Argent's listing will be
maintained, BriTel Property will (subject to the Panel's
consent) re-open the Offer for acceptance for a period of at
least 14 days or make other proposals which would facilitate a
cash exit at 375p per share for Argent shareholders within this
period. In this event, Argent shareholders would have the
opportunity to decide whether they wished to remain as
shareholders without the benefits of a listing or accept the
Offer.
If Argent retains a listing on the London Stock Exchange, it is
BriTel Property's intention to ensure that arrangements between
BriTel Property and Argent are such as to ensure that Argent is
capable of operating and making decisions independently of
BriTel Property. In circumstances in which there is a potential
conflict of interest between BriTel Property (or the BT Pension
Scheme) and Argent, the BriTel Property directors will abstain
from participating in the decisions of the board of Argent.
Argent's primary activity is as a developer of and investor in
office and retail property. The BT Pension Scheme's primary
property activity is concentrated on purchasing investment
properties and on funding property development opportunities
which are carried out by third party developers. In recent
years the BT Pension Scheme has not been substantially involved
in the direct management of property development activities.
In view of the different nature of Argent's and the BT Pension
Scheme's involvement in property development and of the relative
importance of direct property development to each, the Trustees
of the BT Pension Scheme believe that conflicts between Argent
and the BT Pension Scheme are unlikely to occur. It is not
expected that in the foreseeable future there will be
competition between Argent and the BT Pension Scheme in direct
property development.
Nevertheless both the BT Pension Scheme and Argent will continue
to operate independently in the property market and the
possibility cannot be excluded that there could be competition,
in particular, as regards property investment activities. The
Trustees of the BT Pension Scheme will not seek to influence
Argent should such circumstances arise and they have agreed that
any BT Pension Scheme representative on the board of Argent
would be excluded from the consideration by Argent of such
opportunities.
The Trustees of the BT Pension Scheme believe that there may be
opportunities in the future for Argent's development and
management expertise to be employed on a commercial basis by the
BT Pension Scheme. Similarly, there may be development
opportunities within Argent's portfolio where external finance
would be required. The BT Pension Scheme has, previously,
provided finance for such development through ADC and may be
interested in doing so in the future. In such cases, each party
would be separately advised and any BT Pension Scheme
representative on the board of Argent would not take part in
decisions on such proposals or arrangements.
Management and employees of Argent
The board of Argent has today appointed Alastair Ross Goobey,
Chairman of Hermes Investment Management Limited (the principal
investment manager of the BT Pension Scheme) and John Sadler, a
trustee of the BT Pension Scheme, as non-executive directors.
George Steer (currently non-executive chairman) and Michael
Gwinnell, Louis Elson and Dominic Shorthouse (currently non-
executive directors of Argent) have indicated to the Argent
board that they will resign as Argent directors following the
end of the Offer period. At that time, the board of Argent will
appoint two new independent non-executive directors and will
appoint one director as a non-executive chairman. James Joll
will remain a non-executive director of the Company.
Michael and Peter Freeman, who have sold all their Argent shares
to BriTel Property, will remain as joint Chief Executives for a
period of 12 months following the Offer becoming unconditional.
Their terms of employment have been amended to replace the 6
month rolling notice period with a fixed term of 12 months. In
addition, their service contracts have been amended to permit
them to pursue other business interests which do not compete
with Argent. All other terms of their service contracts remain
unchanged.
The board of BriTel Property believes Michael and Peter Freeman
will continue to play a valuable role in the Company and is
pleased that their services have been secured for the next 12
months for the benefit of all Argent shareholders. At the end
of the 12 month period, Michael and Peter Freeman will resign as
directors of Argent. However, it is expected by both Michael
and Peter Freeman and the boards of BriTel Property and Argent
that Michael and Peter Freeman will maintain a close working
relationship with Argent and that there will be opportunities
for future investment by Argent in property developments with
which Michael and Peter Freeman are involved.
Roger Madelin, the Development Director, will continue to be
employed by Argent on his current terms of employment but with a
new fixed term of two years and thereafter on six months'
notice. He will continue his valuable work with the Company's
property developments, particularly Brindleyplace, which is one
of the UK's largest developments. It is expected that Robert
Laurence and Ronald Millar will leave the Company within the
next nine months and appropriate appointments will be made
within that timescale.
BriTel Property has given assurances to the board of Argent that
existing rights of employees of Argent, including pension
rights, will be fully safeguarded.
Argent Share Option Schemes
The Offer will extend to any Argent ordinary shares issued as a
result of the exercise of options granted under the Argent Share
Option Schemes. BriTel Property will make appropriate proposals
to optionholders under the Argent Share Option Schemes in due
course if the Offer becomes or is declared unconditional in all
respects.
General
Rothschilds is satisfied that resources are available to BriTel
Property sufficient to satisfy full acceptance of the Offer.
The BT Pension Scheme owns 403,677 shares in Argent representing
0.67 per cent of the issued share capital of the Company. Other
clients of Hermes Investment Management Limited own in aggregate
a further 346,323 shares in Argent representing 0.57 per cent.
of the issued share capital of the Company. Other than those
holdings and the 23,879,947 shares that BriTel Property has
today agreed to acquire under the Acquisition, neither BriTel
Property, the BT Pension Scheme, nor any of their respective
directors or trustees, nor, so far as BriTel Property is aware,
any person acting in concert with BriTel Property, owns or
controls any shares in Argent or holds any options to acquire
Argent Shares or has entered into any derivative referenced to
Argent Shares which remains outstanding. In the interests of
secrecy, the BT Pension Scheme has not made any enquiries in
that respect of certain parties who may be deemed by the Panel
as acting in concert with it for the purposes of the Offer.
Posting of documents to shareholders
Rothschilds, on behalf of BriTel Property, will despatch the
formal Offer document to shareholders in due course.
Press Enquiries:
BriTel Property 0171 702 0888
Alastair Ross Goobey
Rothschilds 0171 280 5000
John Deans
Argent 0171 734 3721
George Steer
Michael Freeman
Peter Freeman
Schroders 0171 658 6000
Robert Swannell
James Bardrick
Cazenove 0171 588 2828
Robert Pickering
Rothschilds, which is regulated by The Securities and Futures Authority
Limited, is acting for the BT Pension Scheme Group in connection with the
Offer and no one else and will not be responsible to anyone other than the
BT Pension Scheme Group for providing the protections afforded to customers
of Rothschilds nor for affording advice in relation to the Offer. Neither
the BT Pension Scheme Group nor Rothschilds has verified nor takes
responsibility for the information herein relating to Argent or for the
views and expressions of opinion set out herein which are attributed to
Argent.
Schroders, which is regulated by The Securities and Futures Authority
Limited, is acting for Argent in connection with the Offer and no-one else
and will not be responsible to anyone other than Argent for providing the
protections afforded to customers of Schroders nor for affording advice in
relation to the Offer. Cazenove, which is regulated by the Securities and
Futures Authority Limited, is acting for Argent in connection with the
Offer and no-one else and will not be responsible to anyone other than
Argent for providing the protection afforded to customers of Cazenove nor
for affording advice in relation to the Offer. Neither Argent nor
Schroders nor Cazenove has verified nor takes responsibility for the
information herein relating to the BT Pension Scheme Group or for the views
and expressions of opinion set out herein which are attributed to members
of the BT Pension Scheme Group.
The Offer is not being made directly or indirectly in, or by use of the
mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the
United States nor in Canada, Australia or Japan. This includes, but is not
limited to, facsimile transmission, telex and telephone. Accordingly,
copies of this announcement and any related offering documents are not
being. and must not be, mailed or otherwise distributed in or into the
United States, Canada, Australia or Japan and so doing may invalidate any
purported acceptance.
MORE TO FOLLOW
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