RNS Number:5996R
Religare Capital Markets Limited
04 April 2008
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would violate the laws of that jurisdiction
4 April 2008
RECOMMENDED CASH OFFER FOR
HICHENS, HARRISON & CO PLC
by
RELIGARE CAPITAL MARKETS LIMITED
Summary
* The Boards of RCML and Hichens announce that they have reached agreement on
the terms of a recommended cash offer for the whole of the issued and to be
issued share capital of Hichens (the "Offer"). RCML intends that, following
the approval of the Reserve Bank of India ("RBI") for the remittance of
funds outside of India, the Offer will be made by a newly incorporated
wholly-owned subsidiary of RCML which is expected to be incorporated in the
UK and held by a wholly-owned subsidiary of RCML, which will be
incorporated in Mauritius. Should such approval not be forthcoming, RCML
would, subject to the consent of the Panel, seek to invoke the RBI
Condition and lapse the Offer.
* The Offer will be 285 pence in cash for each Hichens Share and values the
existing issued and to be issued ordinary share capital of Hichens at
approximately �55.5 million, assuming the exercise of all outstanding
Hichens Options.
* The Offer represents a premium of approximately 1.8 per cent. to 280 pence,
being the Closing Price per Hichens Share on 25 March 2008, the Business
Day prior to Hichens' announcement that it was in discussions concerning a
possible cash offer and represents a multiple of 13.1 times Hichens' basic
earnings per share for the 12 months ended 31 December 2007.
* The Directors of Hichens, who have been so advised by Ruegg & Co, consider
the terms of the Offer to be fair and reasonable. In providing advice to
the Hichens Directors, Ruegg & Co has taken into account the commercial
assessments of the Hichens Directors.
* The Hichens Directors will unanimously recommend that all Hichens
Shareholders accept the Offer, as those Hichens Directors who hold Hichens
Shares have irrevocably undertaken to do in respect of their own beneficial
holdings, amounting to a total of 2,293,750 Hichens Shares representing in
aggregate approximately 13.20 per cent. of the existing issued share
capital of Hichens. These irrevocable undertakings are, unless the Offer
lapses, binding, even if a higher competing offer is announced by a third
party.
* In addition, certain other Hichens Shareholders, holding a total of
6,720,270 Hichens Shares representing approximately 38.66 per cent. of the
existing issued share capital of Hichens, have also given irrevocable
undertakings to accept the Offer. These irrevocable undertakings are,
unless the Offer lapses, binding, even if a higher competing offer is
announced by a third party.
* RCML has also received irrevocable undertakings to accept the Offer in
respect of 1,054,698 Hichens Shares, representing approximately 6.07 per
cent. of the existing issued share capital. These irrevocables are not
binding in the event of a competing offer by a third party which is 10 per
cent. higher than the Offer.
* Accordingly, RCML has received, in aggregate, irrevocable undertakings to
accept the Offer in respect of 10,068,718 Hichens Shares, representing
approximately 57.92 per cent. of the existing issued share capital of
Hichens.
* RCML intends to put in place certain incentive arrangements with Adam
Wilson and Brian Rowbotham (being the Hichens Management) which will be
agreed following completion of the Offer and the acquisition of Hichens.
* Following the receipt of approval from the RBI, RCML will form a newly
incorporated wholly-owned subsidiary for the purpose of implementing the
Offer, which is to be incorporated in the UK and held by a wholly-owned
subsidiary of RCML, which will be incorporated in Mauritius. The Offer is
conditional, inter alia, on approval of RBI as more particularly set out in
Appendix I to this announcement.
* RCML is a wholly-owned subsidiary of Religare Enterprises Limited ("REL"),
the Indian listed financial services institution that offers a wide range
of financial services. REL is listed on the Bombay Stock Exchange Limited
and the National Stock Exchange of India Limited with a market
capitalisation in excess of �350m.
Commenting on the Offer, Shachindra Nath, Director of RCML said:
"With the continued growth in the Indian economy, it is likely that a large
number of investment opportunities to global institutional investors will
be generated. We believe that as a large financial services institution,
Religare could play a leading role in this growing market.
The acquisition of Hichens provides Religare with the opportunity of
creating a global distribution and execution platform for Hichens within
emerging countries. We are very excited to incorporate Hichens into the REL
Group and are confident that we will be able to protect its heritage. The
association with Hichens will surely help the Group to emerge as a global
player in the financial services market."
Commenting on the Offer, Adam Wilson, Chief Executive Officer of Hichens said:
"The Board of Hichens believes that the combination of Hichens and RCML
will create a market-leading financial services group, focusing on
traditional merchant banking with an emphasis on emerging market growth
companies. Whilst we believe Hichens has good prospects as an independent
company we believe this offer represents excellent value for shareholders
and an exciting opportunity for Hichens' staff to benefit from being part
of a larger, more powerful financial group."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement. The Offer will be subject to the conditions set out
in Appendix I to this announcement and the full conditions and further terms
which will be set out in the Offer Document expected to be despatched as soon as
is reasonably practicable. Appendix II contains the sources and bases of
information used in this announcement and Appendix III contains the definitions
of certain expressions used in this summary and in this announcement.
Press Enquiries
For further information contact:
Religare Capital Markets Limited
Shachindra Nath +91 11 3081 5299
Anil Saxena +91 11 6656 2200
PricewaterhouseCoopers (financial adviser to RCML)
Simon Boadle 020 7213 5000
Andrew Perkin
Hichens, Harrison & Co plc
Adam Wilson 020 7382 4450
Brian Rowbotham
Ruegg & Co (financial adviser to Hichens)
Brett Miller 020 7584 3663
Roxane Marffy
In accordance with Rule 2.10 of the City Code, Hichens confirms that it has
17,383,273 ordinary shares of 10 pence each in issue.
The International Securities Identification Number (ISIN) for Hichens' ordinary
shares is GB00B07J6J08.
PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for RCML and for no one else in connection
with the Offer and will not be responsible to anyone other than RCML for
providing the protections afforded to clients of PricewaterhouseCoopers, nor for
giving advice in relation to the Offer or any matter referred to herein.
Ruegg, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Hichens and for no one else in relation to the Offer and
will not be responsible to anyone other than Hichens for providing the
protections afforded to clients of Ruegg, nor for giving advice in relation to
the Offer or any other matter referred to herein.
This announcement is not intended to, and does not, constitute or form any part
of an offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any securities pursuant
to the Offer or otherwise. The Offer will be made solely on the basis of the
Offer Document and, in the case of Hichens Shares held in certificated form, the
Form of Acceptance, which will contain the full terms and conditions of the
Offer including details of how it may be accepted. The Offer Document will be
posted to those persons able to receive it. Those persons receiving the Offer
Document are strongly advised to read it in full, as it will contain important
information.
This announcement has been prepared in accordance with English law and the City
Code and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England. The Offer
will be subject to the applicable rules and regulations of the London Stock
Exchange and the City Code.
Further information on 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 jurisdiction in which they
are located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable legal and/or regulatory requirements
in their jurisdiction. Further details in relation to Overseas Shareholders will
be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without limitation, telex,
facsimile transmission, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a
national securities exchange of, any Restricted Jurisdiction and the Offer
cannot be accepted by any such use, means or instrumentality or otherwise from
or within any Restricted Jurisdiction. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in or into or from any such jurisdiction. Persons receiving this
announcement (including without limitation custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise forward,
transmit, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer.
The Directors of REL and RCML accept responsibility for all the information
contained in this announcement, other than that relating to (a) members of the
Hichens Group, the Directors of Hichens and their immediate families, related
trusts and persons connected with them (within the meaning of section 252 of the
Companies Act 2006), for which the Directors of Hichens accept responsibility as
set out below and (b) the recommendations and opinions of the Directors of
Hichens, for which the Hichens Directors accept responsibility as set out below.
To the best of the knowledge and belief of the Directors of REL and RCML (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 Hichens accept responsibility for (a) the information contained
in this announcement relating to the Hichens Group, themselves and their
immediate families, related trusts and persons connected with them within the
meaning of section 252 of the Companies Act 2006 and (b) the recommendations and
opinions of the Directors of Hichens. To the best of the knowledge and belief of
the Directors of Hichens (who have taken all reasonable care to ensure that such
is the case), such 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.
Forward-Looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking" statements concerning REL,
RCML and Hichens. These statements are based on the current expectations of the
management of REL, RCML and Hichens (as applicable) and are naturally subject to
uncertainty and changes in circumstances. Forward-looking statements include,
without limitation, statements typically containing words such as "intends",
"expects", "anticipates", "targets", "estimates" and words of similar import.
The forward-looking statements contained herein may include statements about the
expected effects on REL, RCML or Hichens of the Offer, the expected timing and
scope of the Offer, anticipated earnings enhancements, estimated cost savings
and other synergies, costs to be incurred in achieving synergies, other
strategic options and all other statements in this announcement other than
historical facts. 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,
the satisfaction of the conditions to the Offer, and RCML's ability to
successfully integrate the operations and employees of Hichens, as well as
additional factors, such as changes in economic conditions, changes in the level
of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. Neither REL, RCML nor Hichens undertake any obligation to publicly
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Hichens, all "dealings" in any "relevant securities" of Hichens
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Hichens, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Hichens by RCML or of RCML by Hichens, or by any of their
respective "associates", must be disclosed by no later than 12 noon on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129.
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would violate the laws of that jurisdiction
4 April 2008
RECOMMENDED CASH OFFER FOR
HICHENS, HARRISON & CO PLC
by
RELIGARE CAPITAL MARKETS LIMITED
1. Introduction
It was announced on 26 March 2008 that Hichens was in discussions with REL
regarding a possible cash offer for Hichens. The Directors of RCML and Hichens
are now pleased to announce that they have reached agreement on the terms of a
recommended cash offer for the whole of the issued and to be issued share
capital of Hichens. RCML intends that the Offer will be made by a newly
incorporated wholly-owned subsidiary of RCML, which will be formed following the
receipt of approval for the remittance of funds outside of India from RBI for
the purpose of implementing the Offer. It is expected that the subsidiary will
be incorporated in the UK and held by a wholly-owned subsidiary of RCML which
will be incorporated in Mauritius. The Offer is conditional, inter alia, on
approval of RBI as more particularly set out in Appendix I to this announcement.
Should such approval not be forthcoming, RCML would, subject to the consent of
the Panel, seek to invoke the RBI Condition and lapse the Offer.
RCML was incorporated on 9 February 2007 under the Companies Act 1956 of India
and received its certificate for the commencement of business on 14 March 2007.
RCML engages in the business of investment banking including merchant banking,
transaction advisory services and corporate finance, and in addition, REL is in
the process of transferring the institutional broking business which is
currently carried out by Religare Securities Limited to RCML. RCML is a
subsidiary of REL, a company listed on the National Stock Exchange of India
Limited and the Bombay Stock Exchange Limited.
The Offer Document will be posted to Hichens Shareholders as soon as is
reasonably practicable.
2. The Offer
The Offer which will be subject to the terms and conditions set out in Appendix
I and to the full terms and conditions to be set out in the Offer Document and,
in the case of the Hichens Shares held in certificated form, the Form of
Acceptance, will be made by either RCML or by a wholly owned subsidiary of RCML
on the following terms:
for each Hichens Share 285 pence in cash
The Offer represents a premium of:
* 1.8 per cent. over the Closing Price of 280 pence per Hichens Share on 25
March 2008, being the last Business Day prior to the commencement of the
Offer Period;
* 8.6 per cent. over the average Closing Price of 262.4 pence per Hichens
Share for the six month period up to and including 25 March 2008; and
* 470 per cent. over the issue price of 50 pence per Hichens Share on the
listing of Hichens on the AIM Market in May 2005.
The Offer will be conditional on, amongst other things, valid acceptances being
received in respect of not less than 90 per cent. (or such lower percentage as
the Offeror may, subject to the City Code, decide) of the Hichens Shares to
which the Offer relates, approval of the change of control of Hichens from the
FSA and approval from RBI. The Securities and Exchange Board of India ("SEBI")
has given its approval or "no objection" to enable RCML to acquire Hichens
conditional upon receipt of approval of RBI. Should FSA approval and/or RBI
approval not be forthcoming, RCML would, subject to the consent of the Panel,
seek to invoke the FSA Conditions and/or the RBI Condition and lapse the Offer.
Details of the terms and conditions to which the Offer will be subject are set
out in Appendix I to this announcement.
The Hichens Shares will be acquired pursuant to the Offer fully paid with full
title guarantee and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and other third party rights and interests
of any nature whatsoever and together with all rights now and hereafter
attaching thereto, including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions accrued,
announced, declared, made or payable on or after 4 April 2008.
The Offer extends to all Hichens Shares unconditionally allotted or issued while
the Offer remains open for acceptance (or until such date as the Offeror may,
subject to the City Code, determine), including any Hichens Shares which are
unconditionally allotted or issued and fully paid pursuant to the exercise of
the Hichens Options.
Full acceptance of the Offer, assuming the exercise of all outstanding Hichens
Options, will result in a payment to Hichens Shareholders and holders of Hichens
Options of approximately �55.5 million.
The conditions and certain further terms of the Offer are set out in Appendix I
to this announcement.
3. Background to and Reasons for the Offer
The RCML Directors believe that the acquisition of Hichens will allow RCML to
create an international distribution network for the REL Group's domestic
institutional business. It will provide the REL Group with the opportunity, as
an Indian financial services group, to service the needs of Indian corporates
through its large global network and provide small and medium Indian corporates
with much needed access to capital.
The institutional space requires a combination of quality management and global
best practices, which is likely to be achieved by leveraging the existing
Hichens structure and employees. The acquisition will also provide Hichens with
the ability to leverage off the REL Group's existing corporate relationships due
to their well established businesses across major cities in India.
The RCML Directors also believe that there is a strong fit between the companies
both culturally and strategically.
The REL Group's strategy is to develop into a full service merchant bank capable
of supporting mid-market companies in their development both locally and
internationally. The REL Group intends to capture more capital with an improved
array of investment products along with a strong focus on innovation and broaden
its reach into the mid-market segment in select emerging markets.
4. Recommendation
The Directors of Hichens, who have been so advised by Ruegg, consider the terms
of the Offer to be fair and reasonable. In providing its advice, Ruegg has taken
into account the commercial assessments of the Directors of Hichens.
The Directors of Hichens unanimously recommend that all Hichens Shareholders
accept the Offer, as they have irrevocably undertaken to do in respect of their
own aggregate beneficial holdings comprising 2,293,750 Hichens Shares
representing approximately 13.20 per cent. of Hichens' existing issued share
capital.
5. Irrevocable Undertakings
RCML has received irrevocable undertakings to accept the Offer in respect of
9,014,020 Hichens Shares, representing approximately 51.85 per cent. of the
existing issued share capital of Hichens. These irrevocable undertakings will
remain binding in the event of a higher competing offer being made for Hichens
and will cease to be binding only if the Offer lapses or is withdrawn.
RCML has also received irrevocable undertakings to accept the Offer in respect
of a total of 1,054,698 Hichens Shares representing approximately 6.07 per cent.
of the existing issued ordinary share capital of Hichens. These undertakings
will cease to be binding in the event of a competing offer which is 10 per cent.
higher than the Offer.
Accordingly, REL has received irrevocable undertakings to accept or procure
acceptance of the Offer in respect of 10,068,718 Hichens Shares in aggregate,
representing approximately 57.92 per cent. of the existing issued ordinary share
capital of Hichens.
6. Information relating to Hichens
Hichens is authorised and regulated by the FSA, and is a member of the London
Stock Exchange, an approved broker for companies traded on the AIM Market, a
PLUS member broker-dealer, a PLUS member corporate adviser and a member of the
Dubai International Financial Exchange. Its subsidiary, Blomfield Corporate
Finance Limited, is approved as a Nominated Adviser for companies traded on the
AIM Market and Hichens, Harrison (Africa) (Pty) Limited is approved as a
Category 1 (Financial and Intermediary) Financial Services Provider by the South
African Financial Services Board.
Hichens is believed to be the oldest firm of stockbrokers in the City of London,
having traded since at least 1803, initially as a partnership, subsequently as a
limited company and becoming a public company in May 1989. Hichens became a
listed entity on the AIM Market in May 2005. The Hichens Group is engaged in
five principal areas of activity; private client stockbroking, institutional
broking and sales, corporate broking, corporate finance and contracts for
differences.
Operating out of seven regional offices (two in South Africa, one in Kuala
Lumpur, one in Jakarta, one in Rio de Janeiro, one in Buenos Aires and one in
Dubai) in addition to its London head office, Hichens believes that it has
positioned itself to take advantage of the growth in emerging markets. Hichens
created two new subsidiaries, both based in London: Hichens, Harrison (Ventures)
Limited created in July 2006, to directly invest in very early stage
opportunities from emerging markets and Blomfield Street Securities Limited,
created in April 2007, a corporate finance boutique, since renamed Blomfield
Corporate Finance Limited. In August 2007, Hichens acquired the entire issued
share capital of Arm Corporate Finance Limited which was later integrated with
Blomfield Corporate Finance Limited.
Whilst Hichens has operated as a traditional stockbroker, it has pursued a
strategy of geographical and business diversification since its admission to the
AIM Market and has a current market capitalisation of approximately �46.8
million (at a price of 269 pence per share, being the Closing Price on 3 April
2008, the latest practicable date before the release of this announcement). In
following this strategy, Hichens has successfully grown its business and
currently acts for 69 retained corporate clients of which 50 are quoted on the
AIM Market and has built a team of experienced professional staff across all
areas of its business. Hichens now employs approximately 68 people worldwide.
International expansion is an important objective for the REL Group, with a
focus on developing a broad based business providing traditional merchant
banking services to small and mid-cap corporates in emerging markets. The Board
of RCML believes the businesses of Hichens and RCML are highly complementary;
the acquisition of Hichens will provide the REL Group with an immediate
international presence and at the same time strengthen its existing position in
India.
In deciding to recommend the Offer, the Board of Hichens has taken into account
a number of factors, including:
* that the Offer price of 285 pence per Hichens share represents:
* a premium of approximately 1.8 per cent. to 280 pence, being the
Closing Price per Hichens Share on 25 March 2008, the Business Day
prior to commencement of the Offer Period;
* a premium of approximately 470 per cent. over the issue price of 50
pence per Hichens Share on the listing of Hichens on the AIM Market in
May 2005;
* a multiple of 13.1 times Hichens' basic earnings per share for the 12
months ended 31 December 2007;
* the benefit of being part of a larger group, enhancing the ability to
attract and retain management and senior revenue-producing employees as the
business continues to grow and providing increased business opportunities
into India and emerging markets;
* the benefit of having greater access to capital resources to facilitate
further development of the business; and
* the REL Group's strategy to develop its international presence complements
that of Hichens and as a privately owned company it is intended that
Hichens' management will be afforded more flexibility in pursuing its growth
strategy.
7. Management, employees and locations
RCML has confirmed that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights of the management
and employees of the Hichens Group will be fully safeguarded and RCML intends to
comply with Hichens' pension obligations.
Jonathan Punter, a non-executive director, has indicated that he will resign
from the Board of Hichens upon the Offer becoming or being declared
unconditional in all respects.
RCML's plans do not involve any change in the conditions of employment of the
employees of the Hichens Group nor does RCML have plans to change the location
of the business other than by expansion and RCML has confirmed that Hichens will
continue to be headquartered and managed in the UK.
RCML intends to put in place certain incentive arrangements with Adam Wilson and
Brian Rowbotham (being the Hichens Management) which will be agreed following
the completion of the Offer and the acquisition of Hichens. These incentive
arrangements may include the participation by the Hichens Management in the
equity of a member of the REL Group although the precise terms on which this may
happen have not yet been discussed. Accordingly, Hichens Management intend to
enter into the Escrow Agreement under which they will agree that an amount equal
to 30 per cent. of the net proceeds of the sale of their Hichens Shares (less an
amount equal to the taxation (if any) payable by the Hichens Management in
respect of the sale of their Hichens Shares) pursuant to the Offer will be paid
into an escrow account for a period of up to two years. It is intended that the
escrow account will accrue interest at the prevailing rate offered by the
relevant bank which is appointed as the escrow agent for the purposes of the
Escrow Agreement and such interest will form part of the total amount of funds
held on the escrow account.
It is proposed that RCML and the Hichens Management will agree that the portion
of the relevant member of the Hichens Management's consideration being held in
escrow will be released on one of the following events: (i) the joint
instructions of RCML and the relevant member of the Hichens Management to
release that member's portion of the funds; (ii) the death of the relevant
member, in which case that member's portion of the funds held in escrow will be
released; or (iii) the expiry of two years from the date on which the funds are
paid into an escrow account. The joint instructions referred to in (i) above
will be given in the event that the incentive arrangements between RCML and the
Hichens Management have been agreed, in which case the funds held in escrow will
be applied in accordance with such agreement and in certain other prescribed
events which amount to the relevant member of the Hichens Management being
classified as a "good leaver" as such term will be defined in the Escrow
Agreement. For this purpose a "good leaver" event will include: (a) the
permanent incapacity, ill health or disability of the relevant member of the
Hichens Management rendering him incapable of continued full time employment in
his current position (or a comparable position); (b) the sale or disposal of the
business in which the relevant member of the Hichens Management is employed and
such person not being offered materially equivalent employment; (c) the relevant
member of the Hichens Management being made redundant or being wrongfully
dismissed in circumstances where an employment tribunal has determined that the
dismissal was unfair other than because of a procedural irregularity; or (d)
retirement of the relevant member of the Hichens Management.
Save as set out in this announcement, the Boards of Hichens and RCML confirm
that there are no other arrangements or understanding regarding the entitlement
of Hichens management or employees to incentive arrangements following the
acquisition of Hichens. However, it is the intention of RCML and Hichens that
incentive arrangements for Hichens management and employees will be reviewed on
a regular basis to ensure that that such arrangements are competitive in the
opinion of RCML and Hichens having regard to prevailing market conditions.
Ruegg considers the escrow arrangements with Hichens Management described above
to be fair and reasonable so far as the shareholders of Hichens are concerned.
8. Information relating to RCML and the REL Group
RCML was incorporated on 9 February 2007 under the Companies Act 1956 of India
and received its certificate for the commencement of business on 14 March 2007.
RCML engages in the business of investment banking, including merchant banking,
transaction advisory services and corporate finance, and in addition, REL is in
the process of transferring the institutional broking business which is
currently carried out by Religare Securities Limited to RCML. RCML is a
subsidiary of REL, a company listed on the National Stock Exchange of India
Limited and the Bombay Stock Exchange Limited.
RCML intends that the Offer will be made by a newly incorporated wholly-owned
subsidiary of RCML, which will be formed following the receipt of approval from
RBI for the purpose of implementing the Offer. It is expected that the
subsidiary will be incorporated in the UK and held by a wholly-owned subsidiary
of RCML which will be incorporated in Mauritius. The Offer is conditional, inter
alia, on approval of RBI as more particularly set out in Appendix I to this
announcement.
REL is the holding company for 11 subsidiaries in India offering a wide range of
financial products and services targeting retail investors, high net worth
individuals and corporate and institutional clients. It is promoted by the
promoters of Ranbaxy Laboratories Limited and Mr Malvinder Mohan Singh and Mr
Shivinder Mohan Singh, promoters of Ranbaxy, hold more than 50 per cent. of the
issued share capital of REL.
As at 30 September 2007, REL operated from 6 regional offices and 40
sub-regional offices, and had a presence in 392 cities and towns controlling
1,217 locations managed by REL and its associates all over India and with a
representative office in London.
Further information about the REL Group can be found at www.religare.in.
9. Financing of the Offer
The Offer will be financed by payments under a standby irrevocable letter of
credit which ICICI Bank has committed to provide to RCML subject only to the
Offer becoming unconditional in all respects. Once the RBI Condition is
satisfied, RCML intends to enter into, or will procure that its relevant
wholly-owned subsidiary enters into, credit facilities which will be used to
finance the Offer.
PricewaterhouseCoopers is satisfied that RCML will have the necessary financial
resources available to satisfy the consideration that would be payable as a
result of full acceptance of the Offer.
Further details of RCML and details of the financing of the Offer will be set
out in the Offer Document.
10. Hichens Share Option Schemes
The Offer extends to all Hichens Shares unconditionally allotted or issued fully
paid (or credited fully paid) before the date on which the Offer ceases to be
open for acceptance (or such earlier date as the Offeror may, subject to the
rules of the City Code, decide) as a result of the exercise of the Hichens
Options.
The Offeror intends to make appropriate proposals to holders of Hichens Options
in due course to the extent that such options have not been exercised.
11. Inducement Fee
Hichens has entered into an inducement fee agreement with RCML. Under this
agreement, Hichens has agreed to pay RCML up to a maximum sum of �500,000
inclusive of VAT if, the Offer having been announced:
(a) any member of the Board of Hichens or the Board of Hichens withdraws,
or adversely modifies, or makes subject to conditions or qualification
the recommendation; or
(b) the Offer lapses or is withdrawn and before the lapse or withdrawal of
the Offer an Independent Competing Offer for Hichens is announced
(whether under Rule 2.4 or Rule 2.5 of the City Code or otherwise) and
such Independent Competing Offer or other Independent Competing Offer
subsequently becomes or is declared unconditional in all respects or
is otherwise completed or implemented.
This inducement fee shall not be payable in the event that the FSA, SEBI, RBI or
any other relevant regulatory authority or third party does not grant the
necessary approval or consent required in order to implement the Offer.
The Board of Hichens believe this arrangement to be in the best interests of
Hichens Shareholders.
12. Disclosure of interests in Hichens Shares
As at 3 April 2008, the latest practicable day prior the release of this
announcement, neither RCML nor, so far as RCML is aware, any person acting in
concert (within the meaning of the City Code) with RCML, had an interest in or
right to subscribe for relevant securities of Hichens or had any short position
in relation to relevant securities of Hichens (whether conditional or absolute
and whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant securities of
Hichens.
Save for the irrevocable undertakings described above, neither RCML nor any
person acting in concert with RCML has any arrangement in relation to Hichens
Shares, or any securities convertible or exchangeable into Hichens Shares or
options (including traded options) in respect of, or derivatives referenced to,
Hichens Shares. For these purposes, "arrangement" includes any indemnity or
option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to relevant securities which is, or may be, an
inducement to deal or refrain from dealing in such securities.
Neither RCML nor the RCML Directors nor, so far as RCML is aware, any person
acting in concert with RCML, has borrowed or lent any Hichens Shares.
13. Compulsory acquisition, delisting and re-registration
It is intended that, upon the Offer being declared unconditional in all
respects, provided that the Offeror has, by virtue of its shareholdings and
acceptances of the Offer acquired, or agreed to acquire, issued share capital
carrying 75 per cent. or more of the voting rights attaching to the ordinary
share capital of Hichens, the Offeror will procure that Hichens makes an
application to cancel the admission of Hichens Shares on the AIM Market in
accordance with Rule 41 of the AIM Rules. It is anticipated that such
cancellation will take effect no earlier than the expiry of 20 Business Days
after the Offeror receives acceptances under the Offer in respect of, and/or
otherwise acquires, Hichens Shares carrying 75 per cent. or more of the voting
rights normally exercisable at general meetings of Hichens. The cancellation of
the admission of Hichens Shares to the AIM Market of the London Stock Exchange
would significantly reduce the liquidity and marketability of any Hichens Shares
not assented to the Offer and their value may be affected as a consequence.
If the Offeror receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Hichens Shares to which the
Offer relates and the Offer becomes or is declared unconditional in all
respects, Hichens intends to exercise its rights pursuant to the provisions of
sections 974 to 991 of the Companies Act 2006 to acquire compulsorily all the
remaining Hichens Shares on the same terms as the Offer.
It is also proposed that, following the Offer being declared wholly
unconditional in all respects and after the cancellation of the admission of the
Hichens Shares, the Offeror will seek to procure the re-registration of Hichens
as a private company under the relevant provisions of the Companies Act 1985 or
the Companies Act 2006, as appropriate.
14. Anticipated timetable
The Offer Document is expected to be dispatched to Hichens Shareholders and, for
information only, to holders of Hichens Options as soon as is reasonably
practicable.
15. General
The Offer will be subject to the conditions contained in this announcement and
on the terms and conditions to be set out or referred to in the Offer Document
and, in the case of the Hichens Shares held in certificated form, the Form of
Acceptance. The Offer will be subject to and will comply with the provisions of
the City Code.
The Offer and acceptances thereof will be governed by English law.
This summary should be read in conjunction with, and is subject to, the full
text of this announcement. The Offer will be subject to the conditions set out
in Appendix I to this announcement and the full conditions and further terms
which will be set out in the Offer Document and, in the case of Hichens Shares
held in certificated form, the Form of Acceptance, expected to be despatched
shortly. Appendix II contains the sources and bases of information used in this
announcement and Appendix III contains the definitions of certain expressions
used in this summary and in this announcement.
Press Enquiries
For further information contact:
Religare Capital Markets Limited
Shachindra Nath +91 11 3081 5299
Anil Saxena +91 11 6656 2200
PricewaterhouseCoopers (financial adviser to RCML)
Simon Boadle 020 7213 5000
Andrew Perkin
Hichens, Harrison & Co plc
Adam Wilson 020 7382 4450
Brian Rowbotham
Ruegg & Co (financial adviser to Hichens)
Brett Miller 020 7584 3663
Roxane Marffy
PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for RCML and for no one else in connection
with the Offer and other matters described in this announcement and will not be
responsible to anyone other than RCML for providing the protections afforded to
clients of PricewaterhouseCoopers, nor for providing advice in relation to the
Offer or any matter referred to herein.
Ruegg, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Hichens and for no one else in relation to the Offer and
will not be responsible to anyone other than Hichens for providing the
protections afforded to clients of Ruegg, nor for giving advice in relation to
the Offer or any other matter referred to herein.
This announcement is not intended to, and does not, constitute or form any part
of an offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any securities pursuant
to the Offer or otherwise. The Offer will be made solely on the basis of the
Offer Document and in the case of Hichens Shares held in certificated form, the
Form of Acceptance, which will contain the full terms and conditions of the
Offer including details of how it may be accepted. The Offer Document will be
posted to those persons able to receive it. Those persons receiving the Offer
Document are strongly advised to read it in full, as it will contain important
information.
Appendix I to this announcement contains details of some of the conditions and
further terms of the Offer.
Appendix II to this announcement contains the bases and sources of the financial
information set out in this announcement.
Appendix III to this announcement contains definitions of certain expressions
used in this announcement.
This announcement has been prepared in accordance with English law and the City
Code and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England. The Offer
will be subject to the applicable rules and regulations of the London Stock
Exchange and the City Code.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable legal and/or regulatory requirements
in their jurisdiction. Further details in relation to Overseas Shareholders will
be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without limitation, telex,
facsimile transmission, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a
national securities exchange of, any Restricted Jurisdiction and the Offer
cannot be accepted by any such use, means or instrumentality or otherwise from
or within any Restricted Jurisdiction. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in or into or from any such jurisdiction. Persons receiving this
announcement (including without limitation custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise forward,
transmit, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer.
The Directors of REL and RCML accept responsibility for all the information
contained in this announcement, other than that relating to (a) members of the
Hichens Group, the Directors of Hichens and their immediate families, related
trusts and persons connected with them (within the meaning of section 252 of the
Companies Act 2006), for which the Directors of Hichens accept responsibility as
set out below and (b) the recommendations and opinions of the Directors of
Hichens, for which the Hichens Directors accept responsibility as set out below.
To the best of the knowledge and belief of the Directors of REL and RCML (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 Hichens accept responsibility for (a) the information contained
in this announcement relating to the Hichens Group, themselves and their
immediate families, related trusts and persons connected with them within the
meaning of section 252 of the Companies Act 2006 and (b) the recommendations and
opinions of the Directors of Hichens. To the best of the knowledge and belief of
the Directors of Hichens (who have taken all reasonable care to ensure that such
is the case), such 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.
Forward-Looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking" statements concerning REL,
RCML and Hichens. These statements are based on the current expectations of the
management of REL, RCML and Hichens (as applicable) and are naturally subject to
uncertainty and changes in circumstances. Forward-looking statements include,
without limitation, statements typically containing words such as "intends", "
expects", "anticipates", "targets", "estimates" and words of similar import. The
forward-looking statements contained herein may include statements about the
expected effects on REL or Hichens of the Offer, the expected timing and scope
of the Offer, anticipated earnings enhancements, estimated cost savings and
other synergies, costs to be incurred in achieving synergies, other strategic
options and all other statements in this announcement other than historical
facts. 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, the
satisfaction of the conditions to the Offer, and RCML's ability to successfully
integrate the operations and employees of Hichens, as well as additional
factors, such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Neither REL, RCML nor Hichens undertake any obligation to publicly update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Hichens, all "dealings" in any "relevant securities" of Hichens
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Hichens, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Hichens by RCML or of RCML by Hichens, or by any of their
respective "associates", must be disclosed by no later than 12 noon on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A: CONDITIONS OF THE OFFER
1 The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. on the First
Closing Date of the Offer (or such later time(s) and/or date(s)
as the Offeror may, subject to the rules of the City Code,
decide) in respect of not less than 90 per cent. of the Hichens
Shares to which the Offer relates and not less than 90 per cent.
of the voting rights carried by those Hichens Shares (or in each
case such lesser percentage as the Offeror may decide), provided
that this condition shall not be satisfied unless the Offeror
and/or its wholly-owned subsidiaries shall have acquired or
agreed to acquire, pursuant to the Offer or otherwise, Hichens
Shares carrying in aggregate more than 50 per cent. of the
voting rights normally exercisable at a general meeting of
Hichens including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attached to any
Hichens Shares unconditionally allotted or issued before the
Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription
rights or otherwise and for the purposes of this condition:
(i) the expression "Hichens Shares to which the Offer
relates" shall be construed in accordance with sections
974 to 991 of the Companies Act 2006;
(ii) Hichens Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting
rights which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received
in respect of Hichens Shares which are treated for the
purposes of section 979(8) of the Companies Act 2006 as
having been acquired or contracted to be acquired by the
Offeror by virtue of acceptances of the Offer;
(b) the FSA having given notice in writing under section 184(1) of
FSMA, in terms satisfactory to the Offeror and either
unconditionally or subject to conditions satisfactory to the
Offeror, of its approval of any acquisition of control over
(within the meaning of section 179 of FSMA) or increase in
control over (within the meaning of section 180 of FSMA) any
member of the Hichens Group which is a UK authorised person
(within the meaning of section 178(4) of FSMA) by the Offeror or
any other person or entity requiring approval which would result
from the Offer (and/or any other acquisition or proposed
acquisition of any Hichens Shares by the Offeror), or the FSA
being treated as having given such approval by reason of section
184(2) of FSMA, and the FSA not having amended any such approval
or conditions or imposed any additional terms or conditions
which are not satisfactory to the Offeror or withdrawn such
approval, and such approval remaining in full force and effect;
(c) neither Hichens nor any member of the Hichens Group which has a
Part IV permission (within the meaning of section 40(4) of FSMA)
having received notice from the FSA:
(i) withdrawing its Part IV permission; or
(ii) varying its Part IV permission in a manner which is not
satisfactory to the Offeror, and the FSA has not
intimated that it may give such a notice in (i) or (ii)
above;
(d) no member of the Hichens Group or the Wider REL Group having
received any confirmation from the FSA that there will be a
material detrimental change to the supervisory, reporting or
regulatory capital arrangements and requirements that will apply
in relation to any member of the Hichens Group which has a Part
IV permission (within the meaning of section 40(4) of FSMA)
following the consummation of the Offer;
(e) the Reserve Bank of India ("RBI") having given notice in writing
under the Foreign Exchange Management Act, 1999 read with the
Foreign Exchange Management (Transfer or Issue of any foreign
security) Regulations 2000 as amended and in force (together the
"India Regulations") to the Offeror of its approval for the
remittance of funds outside of India enabling the acquisition of
Hichens by the Offeror pursuant to the terms of the Offer and
RBI not having withdrawn such approval, and such approval
remaining in full force and effect, save that, where such
approval is subject to any condition relating to the approval by
the FSA of the acquisition of Hichens by the Offeror and such
condition(s) remains unsatisfied this condition shall not be
satisfied;
(f) the Securities and Exchange Board of India ("SEBI") having given
notice in writing under the India Regulations to the Offeror of
its approval or "no objection" to the overseas investment in
financial services by the Offeror and SEBI not having withdrawn
such approval or "no objection", and such approval or "no
objection" remaining in full force and effect, save that, where
such approval or "no objection" is subject to any condition
relating to the approval by the FSA and/or RBI of the
acquisition of Hichens by the Offeror and such condition(s)
remains unsatisfied this condition shall not be satisfied;
(g) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, professional
association, institution, employee representative body, or any
other such body or person whatsoever in any jurisdiction (each a
"Third Party" and all collectively "Third Parties") having
decided or given notice of a decision to take, institute or
threaten any action, proceeding, suit, investigation, enquiry or
reference, or having required any action to be taken, or
otherwise having done anything, or having enacted, made or
proposed and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(i) make the Offer or its implementation or the acquisition
or proposed acquisition by the Offeror of all or any
Hichens Shares, or the acquisition or proposed
acquisition of control of Hichens, by any member of the
Wider REL Group, void, illegal or unenforceable under
the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit,
challenge, delay, hinder or otherwise interfere with the
same, or impose additional adverse conditions or
obligations with respect thereto, or otherwise challenge
or require amendment to the terms of the Offer or any
such acquisition;
(ii) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture, by any
member of the Wider REL Group or by any member of the
Wider Hichens 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 respective businesses (or any part of them) or to
own or manage their respective assets or properties or
any part of them to an extent in any such case which is
material to the Offeror in the context of the Offer;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider REL Group, directly
or indirectly, to acquire or to hold or to exercise
effectively all or any rights of ownership in respect of
shares, loans or other securities (or the equivalent) in
any member of the Wider Hichens Group or to exercise
management control over any such member to an extent
which, is material in the context of Wider REL Group
taken as a whole or, as the case may be, the Wider
Hichens Group taken as a whole;
(iv) otherwise adversely affect in any material respect any
or all of the businesses, assets, liabilities, profits
or prospects of any member of the Wider REL Group or any
member of the Wider Hichens Group (including any action
which would or might adversely affect or prejudice any
of the status, licences, authorisations, exemptions or
consents of any member of the Wider REL Group or of the
Wider Hichens Group);
(v) save pursuant to the Offer or sections 974 to 991 of the
Companies Act 2006 require any member of the Wider REL
Group or the Wider Hichens Group to acquire, or offer to
acquire, any shares or other securities (or the
equivalent) in, or any asset owned by, any member of the
Wider Hichens Group or the Wider REL Group to an extent
which is material in the context of the Wider REL Group
taken as a whole or, as the case may be, the Wider
Hichens Group taken as a whole;
(vi) result in a material delay in the ability of the
Offeror, or render it unable, to acquire some or all of
the Hichens Shares or require a divestiture by the
Offeror or any member of the Wider REL Group of any
shares or other securities (or the equivalent) in
Hichens;
(vii) limit the ability of any member of the Wider REL Group
or the Wider Hichens Group to co-ordinate or integrate
its business, or any part of it, with the business or
any part of the business of any other member of the
Wider REL Group or of the Wider Hichens Group; or
(viii) result in any member of the Wider Hichens Group or the
Wider REL Group ceasing to be able to carry on business
under any name which it presently does so,
and all applicable waiting and other time periods during which
any such Third Party could decide to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry
or reference under the laws of any relevant jurisdiction or
enact any such statute, regulation, order or decision or take
any steps having expired, lapsed or been terminated;
(h) all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, certificates, exemptions,
permissions and approvals ("Authorisations") necessary or
appropriate in any relevant jurisdiction for or in respect of
the Offer or the proposed acquisition of all or any Hichens
Shares or other securities in, or control of, Hichens by any
member of the Wider REL Group having been obtained on terms and
in a form reasonably satisfactory to the Offeror from all
appropriate Third Parties or persons with whom any member of the
Wider Hichens Group has entered into contractual arrangements
where the absence of such Authorisations would have a materially
adverse effect on the Wider REL Group taken as a whole or the
Wider Hichens Group taken as a whole, as the case may be, and
all such Authorisations, together with all Authorisations
necessary or appropriate to carry on the business of any member
of the Wider Hichens Group where such business is material in
the context of the Wider Hichens Group taken as a whole
remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and there being no
indication of any intention to revoke, withdraw, suspend,
restrict, withhold or modify or not to grant or review any of
the same;
(i) all filings or applications having been made in connection with
the Offer, and all appropriate waiting periods (including
extensions thereof) in respect of the Offer or its
implementation under any applicable legislation or regulations
in any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory
obligations in any relevant jurisdiction having been complied
with in connection with the Offer or the acquisition by any
member of the Wider REL Group of any shares or other securities
in, or control of, Hichens;
(j) there being no provision of any agreement, authorisation,
arrangement, lease, licence, permit or other instrument to which
any member of the Wider Hichens Group is a party or by or to
which any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Offer or the
proposed acquisition by the Offeror or any member of the Wider
REL Group of any shares or other securities (or the equivalent)
in Hichens or because of a change in the control or management
of Hichens or any member of the Wider Hichens Group, would or
might result, in a manner which could or might be material in
the context of the Wider Hichens Group taken as a whole, in:
(i) any monies borrowed by or any other indebtedness (actual
or contingent) of, or grant available to, any member of
the Wider Hichens Group, being or becoming repayable or
being capable of being declared repayable immediately or
prior to their or its stated maturity date or repayment
date or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn, prohibited or
inhibited or becoming capable of being withdrawn,
prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence,
permit or other instrument or the rights, liabilities,
obligations or interests of any member of the Wider
Hichens Group thereunder being terminated or adversely
modified or affected or any onerous obligation or
liability arising or any adverse action being taken or
arising thereunder;
(iii) any assets or interests of any member of the Wider
Hichens Group being or falling to be disposed of or
charged or ceasing to be available to any such member or
any right arising under which any such asset or interest
could be required to be disposed of or charged otherwise
than, in any such case, in the ordinary course of
business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of
the business, property or assets of any member of the
Wider Hichens Group, or any such mortgage, charge or
other security interest (whenever arising or having
arisen) becoming enforceable or being enforced;
(v) the rights, liabilities, obligations or interests of any
member of the Wider Hichens Group in, or the business of
any such member with, any person, company, firm or body
(or any agreements relating to any such interest or
business) being terminated, or adversely modified or
adversely affected;
(vi) the value of any member of the Wider Hichens Group or
its financial or trading position or profits or
prospects being materially prejudiced or materially and
adversely affected;
(vii) any member of the Wider Hichens Group ceasing to be able
to carry on business under any name under which it
presently does so; or
(viii) the creation or assumption of any material liability,
actual or contingent, by any member of the Wider Hichens
Group,
and no event having occurred which, under any provision of any
agreement, authorisation, arrangement, lease, licence, permit or
other instrument to which any member of the Wider Hichens Group
is a party or by or to which any such member or any of its
assets are bound, entitled or subject, would be reasonably
likely to result in any of the events referred to in
sub-paragraph (i) to (viii) of this paragraph (j);
(k) save as publicly announced to a Regulatory Information Service,
or as disclosed in the preliminary statement of results for the
year ended 31 December 2007 no member of the Wider Hichens Group
having, since 31 December 2007:
(i) (save as between Hichens and wholly-owned subsidiaries
of Hichens, or for Hichens Shares issued pursuant to the
exercise of options granted under the Hichens Share
Option Scheme) issued or agreed to issue or authorised
or proposed or announced its intention to authorise or
propose the issue of additional shares of any class or
securities convertible into or exchangeable for, shares
of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible
securities;
(ii) (save for Hichens Shares held in treasury and sold or
transferred pursuant to the exercise of options granted
under the Hichens Share Option Scheme) sold or
transferred or agreed to sell or transfer any Hichens
Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue,
dividend or other distribution whether payable in cash
or otherwise other than dividends (or other
distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly-owned subsidiary of
Hichens to Hichens or any of its wholly-owned
subsidiaries;
(iv) other than pursuant to the Offer (and save for
transactions between Hichens and its wholly-owned
subsidiaries or other than in the ordinary course of
business) implemented, effected, authorised or proposed
or announced its intention to implement, effect,
authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking
or undertakings in any such case;
(v) (save for transactions between Hichens and its
wholly-owned subsidiaries or other than in the ordinary
course of business) disposed of, or transferred,
mortgaged or created any security interest over any
asset or any right, title or interest in any asset or
authorised, proposed or announced any intention to do
so;
(vi) (save as between Hichens and its wholly-owned
subsidiaries) made or authorised or proposed or
announced an intention to propose any material change in
its loan capital;
(vii) (save for transactions between Hichens and its
wholly-owned subsidiaries) issued, authorised, or
proposed or announced an intention to authorise or
propose, the issue of or made any change in or to the
terms of any debentures or become subject to any
material contingent liability or incurred or increased
any material indebtedness other than in the ordinary
course of business;
(viii) (save for transactions between members of the Hichens
Group) purchased, redeemed or repaid, or announced any
proposal to purchase, redeem or repay, any of its own
shares or other securities or reduced or made any other
change to or proposed the reduction or other change to
any part of its share capital;
(ix) entered into, implemented, effected, varied, authorised
proposed or announced its intention to enter into, any
reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the
ordinary course of business;
(x) entered into or materially varied or terminated or
authorised, proposed or announced its intention to enter
into or vary any material contract, arrangement,
agreement transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is
or is likely to be materially restrictive on the
business of any member of the Wider Hichens Group or the
Wider REL Group or which involves or is likely to
involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business;
(xi) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or
vary the terms of, any contract, service agreement or
arrangement with any director or senior executive of any
member of the Wider Hichens Group save for salary
increases, bonuses or variations of terms in the
ordinary course of business;
(xii) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Hichens
Group and any other person in a manner which would or
might reasonably be expected to have a material adverse
effect on the financial position or prospects of the
Wider Hichens Group taken as a whole;
(xiii) (save as agreed by the Offeror in connection with the
Offer) proposed, agreed to provide or modified the terms
of any share option scheme, incentive scheme or other
benefit relating to the employment or termination of
employment of any person employed in the Wider Hichens
Group;
(xiv) made or agreed or consented to any significant change to
the terms of the trust deeds and rules constituting the
pension scheme(s) established for its directors,
employees or their dependants or to the benefits which
accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for,
or accrual or entitlement to, such benefits or pensions
are calculated or determined or to the basis upon which
the liabilities (including pensions) of such pension
schemes are funded or made, or agreed or consented to,
any change to the trustees, including the appointment of
a trust corporation;
(xv) been unable, or admitted in writing 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 to carry on
all or a substantial part of its business;
(xvi) (other than in respect of a member of the Wider Hichens
Group which is dormant and was solvent at the relevant
time) taken or proposed any corporate action, or had any
legal proceedings threatened or instituted against it
for its winding-up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator,
trustee or similar officer of all or any part of its
assets or revenues or any analogous or equivalent steps
or proceedings in any relevant jurisdiction having been
taken or had any such person appointed;
(xvii) waived or compromised or settled any material claim
otherwise than in the ordinary course of business;
(xviii) made any alteration to its memorandum or articles of
association or other constitutional documents; or
(xix) entered into any contract, agreement, commitment or
arrangement or passed any resolution or made any offer
(which remains open for acceptance) with respect to or
announced any intention to, or to propose to, effect any
of the transactions, matters or events referred to in
this condition,
save as publicly announced to a Regulatory Information Service
prior to 4 April 2008 or as disclosed in the preliminary
statement of results for the year ended 31 December 2007;
(l) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider
Hichens Group to an extent which is material in the context of
the Wider Hichens Group taken as a whole;
(i) no litigation, arbitration proceedings, prosecution or
other legal proceedings or investigations having been
threatened in writing, announced, instituted or
remaining outstanding by, against or in respect of any
member of the Wider Hichens Group or to which any member
of the Wider Hichens Group is or may become a party
(whether as a claimant, defendant or otherwise) and no
enquiry or investigation by any Third Party against or
in respect of any member of the Wider Hichens Group
having been commenced, announced or threatened in
writing by or against or remaining outstanding in
respect of any member of the Wider Hichens Group in each
case which might reasonably be expected to have a
material adverse effect on the Wider Hichens Group taken
as a whole;
(ii) no contingent or other liability having arisen or become
apparent to any member of the Wider REL Group which
would or might adversely affect any member of the Wider
Hichens Group to an extent which is material in the
context of the Wider Hichens Group taken as a whole; and
(iii) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal,
cancellation, termination or modification of any licence
held by any member of the Wider Hichens Group, which is
necessary or appropriate for the proper carrying on of
its business and the withdrawal, cancellation,
termination or modification of which is likely to
materially and adversely affect the Wider Hichens Group
taken as a whole;
(m) save as publicly announced to a Regulatory Information Service
prior to 4 April 2008 or as disclosed in the preliminary
statement of results for the year ended 31 December 2007, the
Offeror not having discovered on or after 4 April 2008:
(i) that any financial, business or other information
concerning the Wider Hichens Group publicly announced or
disclosed at any time by or on behalf of any member of
the Wider Hichens Group to the Wider REL Group, is
misleading, contains a material misrepresentation of any
fact or omits to state a fact necessary to make that
information not misleading and which in any case, is
material in the context of the Wider Hichens Group taken
as a whole;
(ii) that any present member of the Wider Hichens Group or
any partnership, company or other entity in which any
member of the Wider Hichens Group has a significant
economic interest and which is not a subsidiary
undertaking of Hichens, is subject to any material
liability, contingent or otherwise, which is not
disclosed in the preliminary statement of results for
Hichens for the year ending 31 December 2007 and which
is material in the context of the Wider Hichens Group
taken as a whole;
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any
member of the Wider Hichens Group to an extent which is
material in the context of the Wider Hichens Group taken
as a whole;
(iv) that any past or present member of the Wider Hichens
Group has not complied with all applicable legislation,
regulations or other requirements of any relevant
jurisdiction with regard to the use, treatment, storage,
disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to
impair the environment or harm human health, or
otherwise relating to environmental matters or that
there has otherwise been a material emission, discharge,
disposal, spillage or leak of waste or hazardous
substance or any substance likely to impair the
environment or harm human health (whether or not the
same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same
may have taken place) on or from any land or property of
any description or other asset now or previously owned,
occupied or made use of by any past or present member of
the Wider Hichens Group or in which any such member may
now or previously have had an interest which would, in
any case, be likely to give rise to any liability
(whether actual or contingent) on the part of any member
of the Wider Hichens Group which is material in the
context of the Wider Hichens Group taken as a whole;
(v) that there is or is likely to be any liability (whether
actual or contingent) on the part of any member of the
Wider Hichens Group to make good, repair, reinstate or
clean up any property of any description or other asset
now or previously owned, occupied or made use of by any
past or present member of the Wider Hichens Group, or in
which any such member may now or previously have had an
interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party
which is material in the context of the Wider Hichens
Group taken as a whole; or
(vi) that circumstances exist (whether as a result of the
making of the Offer or otherwise) which would be likely
to lead to any Third Party instituting (or whereby any
member of the Wider Hichens Group would be likely to be
required to institute) an environmental audit or take
any steps which would in any such case be likely to
result in any actual or contingent liability to improve
or install new plant or equipment or to make good,
repair, reinstate or clean up any property of any
description or other asset now or previously owned,
occupied or made use of by any member of the Wider
Hichens Group, or in which any such member may now or
previously have had an interest, which is material in
the context of the Wider Hichens Group taken as a whole.
For the purposes of these conditions the "Wider Hichens Group" means Hichens and
its subsidiary undertakings, associated undertakings and any other undertaking
in which Hichens and/or such undertakings (aggregating their interests) have a
significant interest and the "Wider REL Group" means REL and its subsidiary
undertakings, associated undertakings and any other undertaking in which REL
and/or such undertakings (aggregating their interests) have a significant
interest and for these purposes "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the Companies Act
1985, other than paragraph 20(1)(b) of Schedule 4A to Companies Act 1985 which
shall be excluded for this purpose, and "significant interest" means a direct or
indirect interest in more than 20 per cent of the equity share capital (as
defined in Companies Act 1985).
Subject to the requirements of the Panel, the Offeror reserves the right to
waive, in whole or in part, all or any of conditions in whole or in part, except
the conditions set out in paragraph (a) above. Conditions (b) to (m) must be
satisfied as at, or waived (if capable of waiver) on or before 11.59 p.m., on
the twenty first day after the later of the First Closing Date and the date on
which condition (a) is fulfilled (or in each case such later date as the Panel
may agree).
The Offeror shall be under no obligation to waive (if capable of waiver) or
treat as fulfilled any of conditions (b) to (m) 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 fulfilled
and that there are, at such earlier date, no circumstances indicating that any
of such conditions may be incapable of fulfilment.
If the Offeror is required by the Panel to make an offer for Hichens Shares
under the provisions of Rule 9 of the City Code, the Offeror may make such
alterations to the above conditions of the Offer, including condition (a), as
are necessary to comply with the provisions of that Rule.
The Offer will lapse if:
(i) in so far as the proposed acquisition of Hichens by the Offeror is
within the jurisdiction of the UK Office of Fair Trading it is referred
to the Competition Commission before 1.00 p.m. on the First Closing Date
or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is later; or
(ii) in so far as the proposed acquisition of Hichens by the Offeror is
within the jurisdiction of the European Commission under the Merger
Regulation the European Commission initiates proceedings under Article
6(1)(c) of the Merger Regulation before 1.00 p.m. on the First Closing
Date or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is later; or
(iii) in so far as the proposed acquisition of Hichens by the Offeror is
within the jurisdiction of the European Commission under the Merger
Regulation following a referral under Article 9(1) of the Merger
Regulation, there is a subsequent reference to the Competition
Commission before 1.00 p.m. on the First Closing Date or the time and
date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later; or
(iv) in so far as the proposed acquisition of Hichens by the Offeror requires
to be notified to any Competition Authority other than the European
Commission or the UK Office of Fair Trading, all consents and approvals
of any such Competition Authority, whether unconditional or subject to
such conditions, obligations, undertakings or modifications as shall be
acceptable to the Offeror, are not obtained by before 1.00 p.m. on the
First Closing Date or the time and date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is later.
For the purposes of these Conditions of the Offer:
"Competition Authority" means any relevant government, governmental, national,
supranational, competition or antitrust body or other authority, in any
jurisdiction, which is responsible for applying merger control or other
competition or antitrust legislation in such jurisdictions and, for the
avoidance of doubt, includes the notion of "competent authority" as that term is
used in the Merger Regulation; and
"Merger Regulation" means the European Commission under Council Regulation (EC)
139/2004 as amended from time to time.
In such circumstances, the Offer will cease to be capable of further acceptance
and persons accepting the Offer and the Offeror shall thereupon cease to be
bound by Forms of Acceptance delivered on or before the date on which the Offer
so lapses.
PART B: CERTAIN FURTHER TERMS OF THE OFFER
1 If the Offer lapses, it will cease to be capable of further acceptance.
Hichens Shareholders who have already accepted the Offer shall then cease
to be bound by acceptances delivered on or before the date on which the
Offer lapses.
2 The offer will be governed by English law and be subject to the exclusive
jurisdiction of the English courts, to the conditions set out above and the
further terms set out in the Offer Document and, in the case of Hichens
Shares held in certificated form, the Form of Acceptance.
3 The Conditions are inserted for the benefit of the Offeror and no Hichens
Shareholder shall be entitled to waive any of the Conditions without the
prior written consent of the Offeror.
4 The Offeror reserves the right, with the consent of the Hichens Directors,
to elect to implement the Offer by way of a scheme of arrangement under
section 425 of the Companies Act 1985 or the successor provisions under the
Companies Act 2006. In such event, the scheme of arrangement will be
implemented on the same terms (subject to appropriate amendments), so far
as applicable, as those which apply to the Offer. In particular, Condition
(a) would not apply and the scheme of arrangement would become effective
and binding following:
(a) approval of the scheme of arrangement at a meeting convened by the
Court by a majority in number, representing 75 per cent. or more in
value, present and voting, either in person or by proxy, of Hichens
Shareholders (or the relevant class or classes thereof);
(b) the resolution(s) required to approve and implement the scheme of
arrangement being passed by the requisite majority of Hichens
Shareholders at an extraordinary general meeting of Hichens validly
convened for such purpose; and
(c) sanction of the scheme of arrangement and confirmation of any
reduction of Hichens' share capital involved therein by the Court (in
both cases, with or without modifications, on terms reasonably
acceptable to the Offeror) and office copies of the orders of the
Court sanctioning the scheme of arrangement and confirming the
reduction of share capital being delivered for registration to the
Registrar of Companies in England and Wales and being registered by
him.
APPENDIX II
BASES AND SOURCES
(a) Unless otherwise stated information relating to REL, RCML and the REL Group
has been provided by the REL Directors.
(b) The value attributed to the issued and to be issued share capital of
Hichens is based upon the 17,383,273 Hichens Shares in issue on 3 April
2008 (being the latest practicable date prior to the release of this
announcement) and 2,086,500 Hichens Options (as disclosed by Hichens to
RCML) which are subject of awards under the Hichens Share Option Scheme.
(c) The multiple of 13.1 times Hichens' earnings per share for the 12 months
ended 31 December 2007 is based on the basic earnings per share of 21.78p
as per the audited accounts.
(d) Unless otherwise stated, all historical share prices are sourced from the
AIM Market appendix to the Daily Official List and represent Closing Prices
for Hichens on the relevant dates.
(e) The market capitalisation of REL is in excess of �350 million based on an
exchange rate of INR 79.41: GBP 1.00 sourced from RBI, as at the close of
business in India on 3 April 2008.
(f) Irrevocable undertakings to accept the Offer have been given to RCML in
respect of the following Hichens Shares, being, to the best of the
knowledge and belief of the Directors of RCML, the relevant parties' entire
holdings of Hichens Shares as at the close of business on 3 April 2008,
being the latest practicable date prior to the release of this
announcement. These irrevocable undertakings will continue to be binding in
the event of a competing cash offer of any value.
Name Number of Hichens Shares % of issued share capital
of Hichens
Punter Southall Group Limited 4,993,078 28.7%
Adam Wilson 1,499,750 8.6%
Brian Rowbotham 672,000 3.9%
G Shelley 422,500 2.4%
S Metcalfe 422,500 2.4%
A Mackenzie 416,096 2.4%
I Fenn 208,048 1.2%
R Fenn 208,048 1.2%
Jeremy Delmar-Morgan 105,000 0.6%
S Shelley 50,000 0.3%
Jonathan Punter 17,000 0.1%
(g) RCML has also received irrevocable undertakings to accept the Offer in
respect of 1,054,698 Hichens Shares, representing approximately 6.07 per
cent. of the existing issued share capital, These irrevocables are not
binding in the event of a competing offer by a third party which is 10 per
cent. higher than the Offer.
Name Number of Hichens Shares % of issued share
capital of Hichens
Channel Hotels and Properties Limited 604,698 3.5%
Artemis Investment Management Limited 450,000 2.6%
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"AIM Market" the AIM Market a market operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies issued by the London Stock
Exchange (as amended from time to time);
"Associate" has the meaning given in section 430E of the Companies Act
1985;
"Australia" the commonwealth of Australia, its states, territories and
possessions;
"Board" as the context requires, the board of directors of Hichens or
the board of directors of RCML and the terms "Board of
Hichens" and "Board of RCML" shall be construed accordingly;
"Business Day" any day other than a Saturday or a Sunday when banks
generally are open in London for general banking business;
"Canada" Canada, its possessions and territories and all areas subject
to its jurisdiction and any political sub-division thereof;
"certificated" or "in certificated a share or other security which is not in uncertificated form
form" (that is, not in CREST);
"City Code" The City Code on Takeovers and Mergers;
"Closing Price" the middle market quotation at the close of business on the
relevant date of a Hichens Shares as derived from the AIM
Market;
"Company" Hichens;
"Companies Act 1985" the Companies Act 1985 (to the extent for the time being in
force);
"Companies Act 2006" the Companies Act 2006 (to the extent for the time being in
force);
"Competition Commission" the UK Competition Commission;
"Conditions" the conditions of the Offer as set out in Appendix I to this
announcement;
"CREST" the relevant system (as defined in the Regulations) in
respect of which Euroclear is the Operator (as defined in the
Regulations);
"Directors of Hichens" or "Hichens the directors of Hichens at the date of this announcement;
Directors"
"Directors of RCML" or "RCML the directors of RCML at the date of this announcement;
Directors"
"Directors of REL" or the directors of REL at the date of this announcement;
"REL Directors"
"Escrow Agreement" the escrow agreement to be entered into between RCML and
Hichens Management;
"Euroclear" Euroclear UK & Ireland Limited;
"First Closing Date" the twenty first day following the date on which the Offer
Document is posted;
"Form of Acceptance" the form of acceptance relating to the Offer accompanying the
offer document;
"FSA" the Financial Services Authority;
"FSA Conditions" Conditions 1(b) - (d) of the Offer as set out in Appendix I;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Hichens" Hichens, Harrison & Co Plc (registered in England and Wales
with number 2368530);
"Hichens Group" Hichens and its subsidiaries;
"Hichens Management" Adam Wilson and Brian Rowbotham;
"Hichens Options" options granted under the Hichens Share Option Scheme;
"Hichens Shareholders" holders of Hichens Shares;
"Hichens Share Option Scheme" the Hichens Employee Option Scheme adopted on 23 August 2005;
"Hichens Shares" means the existing unconditionally allotted or issued and
fully paid ordinary shares of 10p each in the capital of
Hichens and any further shares which are unconditionally
allotted or issued and fully paid before the date on which
the Offer closes (or such earlier date or dates, not being
earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the First
Closing Date, as the Offeror may decide) but excluding in
both cases any such shares held or which become held in
treasury;
"ICICI Bank" ICICI Bank Limited;
"Independent Competing Offer" means an offer, scheme of arrangement, or other similar
proposal by a third party (being a person who is not a member
of Hichens Group or a person acting in concert (within the
meaning of the City Code) with Hichens or the Offeror (as
appropriate) to acquire 100 per cent. of the issued and to be
issued shares of Hichens or acquire or purchase all or a
substantial portion of the assets of, or of a substantial
equity interest in, or any business combination or share
exchange with Hichens or any of its subsidiary undertakings;
"Japan" Japan, its cities and prefectures, territories and
possessions;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the recommended offer proposed to be made by the Offeror to
acquire the Hichens Shares not already owned by the Offeror
(or any of its Associates) on the terms and subject to the
conditions set out in this announcement including, where the
context so requires, any subsequent revision, variation,
extension, or renewal of such Offer;
"Offer Document" the document (amongst others) which will be despatched to
Hichens Shareholders pursuant to which the Offer will be
made;
"Offer Period" the period commencing on 26 March 2008 and ending the later
of the First Closing Date and the Offer becoming or being
declared unconditional as to acceptances or lapsing;
"Offeror" RCML or a wholly-owned subsidiary of RCML;
"Overseas Shareholders" Hichens Shareholders (or nominees of, or custodians or
trustees for Hichens Shareholders) not resident in or
citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"PricewaterhouseCoopers" PricewaterhouseCoopers LLP, financial advisers to RCML;
"RBI" the Reserve Bank of India;
"RBI Condition" Condition 1(e) of the Offer as set out in Appendix I;
"RCML" Religare Capital Markets Limited;
"Regulations" the Uncertificated Securities Regulations 2001 (SI
2001 No. 3755) (as amended);
"Regulatory Information Service" as defined in the Glossary to the FSA Handbook;
"REL" Religare Enterprises Limited;
"REL Group" REL and its subsidiaries;
"Restricted Jurisdiction" any of the United States, Canada, Australia or
Japan or any jurisdiction where local laws or
regulations may result in a significant risk of
civil, regulatory or criminal exposure for the
Offeror or Hichens if information or documentation
concerning the Offer is sent or made available to
Hichens Shareholders in that jurisdiction;
"Ruegg" Ruegg & Co Limited, independent financial adviser
to Hichens;
"SEBI" the Securities and Exchange Board of India;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland;
"uncertificated" or "in recorded on the relevant register of the share or
uncertificated form" security concerned as being held in uncertificated
form and title to which, by virtue of the
Regulations may be transferred by means of CREST;
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States and
the District of Columbia;
"Wider REL Group" REL and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertakings
in which REL and such undertakings (aggregating
their interests) have a substantial interest;
"Wider Hichens Group" Hichens and its subsidiaries, subsidiary
undertakings and any other undertakings in which
Hichens and such undertakings (aggregating their
interests) have a substantial interest.
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof.
All references to time in this announcement are to London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this announcement, subsidiary, subsidiary undertaking and
parent undertaking have the respective meanings given to them by the Companies
Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985) and substantial interest means the direct or indirect
interest of twenty (20) per cent. or more the equity share capital (as defined
in the Companies Act 1985) of any undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFKGGGDGFRGRZZ
Hichens Harrison (LSE:HICH)
過去 株価チャート
から 5 2024 まで 6 2024
Hichens Harrison (LSE:HICH)
過去 株価チャート
から 6 2023 まで 6 2024
