RNS Number:4898C
Sandford PLC
20 August 2007
For immediate release
20 August 2007
Sandford Plc
("Sandford" or the "Company")
Proposed Acquisition of Wilton International Consulting Limited
Result of the EGM
Information on the Concert Party
Board changes
1. EGM Result
The Board of Sandford is pleased to announce that at the EGM of the Company held
earlier today, all the following resolutions, as detailed in the circular to
shareholders dated 27 July 2007 (the "Document"), were duly passed:
(i) The Waiver of the obligations on the Concert Party (or any member of it) to
make a general offer to Shareholders pursuant to Rule 9 of the City Code in the
event of the issue of New Ordinary Shares to the Concert Party on completion of
the Acquisition. This Resolution was approved by the Independent Shareholders on
a poll;
(ii) The entering into of the Acquisition Agreement for the purposes of Section
320 of the Act;
(iii) To renew the authority of the Directors to issue New Ordinary Shares in
the capital of the Company pursuant to section 80 of the Act;
(iv) The disapplication of the statutory pre-emption rights contained in section
89(1) of the Act in the circumstances specified in the resolution; and
(v) The change of the name of the Company to TSE Group plc.
Following the passing of the Resolutions at the EGM on 20 August 2007, Sandford
will complete the proposals set out in the Document. The Enlarged Issued Share
Capital, comprising in total 583,900,000 New Ordinary Shares, is expected to be
admitted to trading on AIM on Tuesday, 21 August 2007.
2. The Acquisition Agreement
Following the EGM, the Company has entered into the Acquisition Agreement.
Pursuant to the Acquisition Agreement, the Company has, subject only to
Admission, acquired the entire issued share capital of Wilton in consideration
for (a) the allotment of the First Consideration Shares and payment of the First
Cash Consideration and (b) the allotment of the Second Consideration Shares and
the payment of the Second Cash Consideration in the following proportions:
(i) WIMG shall receive 70,000,000 New Ordinary Shares at Admission and the
payment of #500,000 in cash of which #118,493 will be utilised to satisfy the
First Inter Company Debt;
(ii) Robin Courage shall receive 10,000,000 New Ordinary Shares at Admission and
the payment of #125,000 in cash;
(iii) Lars Haue-Pedersen shall receive 10,000,000 New Ordinary Shares at
Admission and the payment of #125,000 in cash;
(iv) Robin Courage shall receive 4,000,000 New Ordinary Shares on each of the
first, second and third anniversaries of Admission, with a further payment of
#50,000 in cash on the second anniversary of Admission; and
(v) Lars Haue-Pedersen shall receive 4,000,000 New Ordinary Shares on each of
the first, second and third anniversaries of Admission, with a further payment
of #50,000 in cash on the second anniversary of Admission.
Under the terms of the Acquisition Agreement, and subject to the date upon which
he ceases to be employed, Mr Courage will only receive the consideration set out
in (iv) and (v) above (the "Consideration") if he is, at the time the
Consideration is payable, still employed by The Enlarged Group. The same
arrangements shall also apply to Mr Pedersen.
Furthermore, in the event that Mr Courage ceases to be so employed, subject to
the circumstances under which Mr Courage ceased to be employed, then he will
have to repay to the Company a proportion of the Consideration (including the
Consideration to be paid at Admission) already received. In such circumstances
Robin Courage will only be entitled to keep the Consideration in the proportion
of A/B where A is equal to 36 less the number of whole months from Admission
until the date of termination of his employment; and B is 36. The same
arrangement shall also apply to Mr Pedersen. In the case of Ordinary Shares to
be allotted as part of the Consideration, any such shares already allotted will
have to be sold through the broker of the Company, with the proceeds being paid
to the Company for the benefit of the Company, and all shares which are still to
be allotted will cease to be due.
Furthermore, the Company has also repaid, on behalf of WICL the First Inter
Company Debt which is owed by Wilton. This has been paid to WIMG as part of the
#500,000 First Cash Consideration.
3. Board Changes
The appointments of Robin Courage and Lars Haue-Pedersen as Executive Directors
of the Company will take effect on the Admission of the Enlarged Issued Share
Capital to AIM on Tuesday 21 August 2007.
4. The City Code
Adam Reynolds and Paul Foulger, who are Directors of the Company, are also
shareholders and directors of Wilton International Management Group which is one
of the Vendors. Adam Reynolds and Paul Foulger each own 42,500,000 Existing
Ordinary Shares which they subscribed for on 27 March 2007 pursuant to the issue
of new Ordinary Shares by the Company (as approved by Shareholders at the
extraordinary general meeting of the Company held on 26 March 2007 (the "March
EGM") and on 17 April 2007 pursuant to a placing of new Ordinary Shares as
announced on 18 April 2007.
In addition, Adam Reynolds and Paul Foulger are the only executive directors of
Boldwood and in aggregate are interested in 36.13 per cent. of Boldwood's
current issued share capital. Boldwood, through its wholly owned subsidiary
Hansard, owns a further 113,333,333 Existing Ordinary Shares which Hansard
acquired on 27 March 2007 pursuant to the issue of new Ordinary Shares by the
Company (as approved by Shareholders at the March EGM) and on 17 April 2007
pursuant to a placing of new Ordinary Shares as announced on 18 April 2007.
Messrs Reynolds and Foulger effectively control the Board of Boldwood and the
day-to-day running of Boldwood and Hansard and are able to instruct Hansard to
vote on its holding of Existing Ordinary Shares in accordance with their
instructions without recourse to the other Boldwood shareholders or the Board of
Boldwood. Accordingly, for the purposes of the Waiver described further below,
Adam Reynolds, Paul Foulger and Hansard have been treated as members of the
Concert Party.
On completion of the Acquisition, the Concert Party holds 288,333,333 Ordinary
Shares in aggregate, representing approximately 49.38 per cent. of the First
Enlarged Issued Share Capital. Following the issue of the maximum number of
Second Consideration Shares on the first, second and third anniversaries of
Admission, the Concert Party will hold 312,333,333 Ordinary Shares in aggregate,
representing approximately 51.38 per cent. of the Second Enlarged Issued Share
Capital. The shareholdings of each member of the Concert Party immediately
following completion of the Acquisition and following the issue of the Second
Consideration Shares are set out in Table 1 below:
Table 1
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG 0 70,000,000 70,000,000 11.99% 0 70,000,000 11.52%
Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Lars 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Haue-Pedersen
Adam Reynolds 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%
Paul Foulger 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%
Ian Ainscow 0 0 0 n.a. 0 0 n.a.
David Keen 0 0 0 n.a. 0 0 n.a.
Norah 0 0 0 n.a. 0 0 n.a.
Turnbull
Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64%
Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of Hansard.
(iii) The interests are shown before the distribution by WIMG of its holding of
70,000,000 Ordinary Shares to its shareholders as described in the Document.
(iv) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire holding of
Ordinary Shares to the WIMG Shareholders.
Following Completion, the directors of WIMG intend to wind up WIMG pursuant to
which, inter alia, any Ordinary Shares then held by WIMG would be distributed to
the shareholders of WIMG pro rata to their percentage shareholding in WIMG. S
hould such a distribution occur and on the basis that there are no changes to
the shareholdings of WIMG, then the shareholdings of each member of the Concert
Party immediately following completion of the Acquisition, the issue of the
Second Consideration Shares and the distribution by WIMG of its entire
shareholding in the Company to the WIMG Shareholders, will be as set out in
Table 2 below:
Table 2
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG n.a n.a n.a n.a n.a n.a n.a
Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Lars 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Haue-Pedersen
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 9.61%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 9.61%
Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.03%
David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 3.93%
Norah 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.31%
Turnbull
Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64%
Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire holding of
Ordinary Shares to the WIMG Shareholders.
Under the terms of the Acquisition Agreement Robin Courage, and subject to the
date on which he ceases to be employed, will only receive, inter alia, the
Second Consideration Shares if he is, at the time the Second Consideration
Shares are due, still employed by the Enlarged Group. The same arrangement shall
also apply to Lars Haue-Pedersen.
Furthermore, in the event that Robin Courage ceases to be so employed, subject
to the circumstances under which Mr. Courage ceased to be employed, then he will
have to repay to the Company a proportion of the First Consideration Shares
already received. In such circumstances Robin Courage will only be entitled to
keep such number of First Consideration Shares received in the proportion of A/B
where: A is equal to 36 less the number of whole months from Admission until the
date of termination of his employment; and B is 36. The same arrangement shall
also apply to Lars Haue-Pedersen.
Any such First Consideration Shares subject to this claw-back by the Company,
will be sold through the broker of the Company, with the proceeds being paid to
the Company for the benefit of the Company, and all Second Consideration Shares
which are still to be allotted will cease to be due.
Accordingly, on completion of the Acquisition, and assuming the maximum number
of First Consideration Shares subject to claw-back as described above are
returned by Robin Courage and Lars Haue-Pedersen to the Company and that no
Second Consideration Shares are thereafter issued, the Concert Party will hold
268,333,333 new Ordinary Shares in aggregate, representing approximately 45.96
per cent. of the First Enlarged Issued Share Capital and, as no Second
Consideration Shares would be issued thereafter, representing approximately
45.96 per cent. of the Second Enlarged Issued Share Capital.
In such circumstances and following the distribution by WIMG of its entire
shareholding in the Company to the WIMG Shareholders, the shareholdings of each
member of the Concert Party will be as set out in Table 3 below:
Table 3
Concert Party Current First Holding of Percentage
holding of Consideration Ordinary of First
Ordinary Shares Shares and and Second
Shares First Enlarged
Consideration Ordinary
Shares Share
Capital on
Completion
WIMG n.a n.a n.a n.a
Robin Courage 0 0 0 0.00%
Lars Haue-Pedersen 0 0 0 0.00%
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01%
Ian Ainscow 0 6,234,818 6,234,818 1.07%
David Keen 0 23,911,943 23,911,943 4.10%
Norah Turnbull 0 7,970,648 7,970,648 1.37%
Hansard 113,333,333 0 113,333,333 19.41%
Total 198,333,333 70,000,000 268,333,333 45.96%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire holding of
Ordinary Shares to the WIMG Shareholders.
Neil McClure has an option to purchase from Hansard up to 8,800,000 Existing
Ordinary Shares at a purchase price of 0.1p per Existing Ordinary Share at any
time during the period ending on the 27 March 2010 (the "Purchase Option").
Accordingly, on completion of the Acquisition and assuming the maximum number of
First Consideration Shares subject to claw-back as described above are returned
by Robin Courage and Lars Haue-Pedersen to the Company and no Second
Consideration Shares are thereafter issued and the exercise in full by Neil
McClure of the Purchase Option, the Concert Party will hold 259,533,333 new
Ordinary Shares in aggregate, representing approximately 44.45 per cent. of the
First Enlarged Issued Share Capital and as no Second Consideration Shares would
be issued thereafter, representing approximately 44.45 per cent. of the Second
Enlarged Issued Share Capital.
In such circumstances and following the distribution by WIMG of its entire
shareholding in the Company to the WIMG Shareholders, the shareholdings of each
member of the Concert Party will be as set out in Table 4 below:
Table 4
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG n.a n.a n.a n.a n.a n.a n.a
Robin Courage 0 0 0 0.00% 0 0 0.00%
Lars 0 0 0 0.00% 0 0 0.00%
Haue-Pedersen
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 10.01%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 10.01%
Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.07%
David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 4.10%
Norah 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.37%
Turnbull
Hansard 113,333,333 0 113,333,333 19.41% (8,800,000) 104,533,333 17.90%
Total 198,333,333 70,000,000 268,333,333 45.96% (8,800,000) 259,533,333 44.45%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire holding of
Ordinary Shares to the WIMG Shareholders.
Following completion of the Acquisition and the issue of the maximum number of
Second Consideration Shares, the Concert Party will own or control 50 per cent.
or more of the Second Enlarged Issued Share Capital of the Company and
accordingly, under the City Code, whilst they continue to be treated as acting
in concert, each member would ordinarily be able to increase further their
respective percentage shareholding in the voting rights of the Company without
incurring an obligation under Rule 9 to make a general offer to Shareholders to
acquire the entire issued share capital of the Company. However, there could be
certain circumstances as described above and illustrated in Tables 3 and 4 in
which the Concert Party may not own or control 50 per cent. or more of the
Second Enlarged Share Capital and each member of the Concert Party has
undertaken only to acquire any further Ordinary Shares in strict accordance with
the Rules of the City Code. In addition, individual members of the Concert Party
will not be able to increase their percentage shareholding without the consent
of the Panel.
5. Lock-in Arrangements
Vendor Lock-in Arrangements
Each of the Vendors and the WIMG Shareholders, who at Admission will be regarded
as being interested in aggregate in 288,333,333 Ordinary Shares, representing
49.38 per cent. of the First Enlarged Issued Share Capital (and on allotment of
the maximum number of Second Consideration Shares as being interested in
aggregate in 312,333,333 Ordinary Shares, representing 51.38 per cent. of the
Second Enlarged Issued Share Capital), have under the terms of the Wilton
Lock-In Agreements undertaken to the Company and Beaumont Cornish that (and
subject to the exceptions permitted by the AIM Rules) they will not dispose of
any interest in Ordinary Shares as set out below:
WIMG
Subject to the exceptions permitted by the AIM Rules and as set out below, WIMG
will not dispose of any interest in the Ordinary Shares for a period of 12
months from Admission. During the period of one year following the first
anniversary of Admission, WIMG will only sell or dispose of any interest in the
Ordinary Shares through Sandford's broker (or with the broker's prior consent, a
third party broker nominated by WIMG) from time to time so as to allow the
maintenance of an orderly market in Sandford's Ordinary Shares.
Paul Foulger, Adam Reynolds and Hansard
Subject to the exceptions permitted by the AIM Rules and as set out below, each
of Paul Foulger, Adam Reynolds and Hansard will not dispose of any interest in
the Ordinary Shares which they are currently interested in, or which Paul
Foulger and Adam Reynolds become interested in by virtue of their shareholding
in WIMG, for a period of 12 months from Admission. During the period of one year
following the first anniversary of Admission, each of Paul Foulger, Adam
Reynolds and Hansard will only sell or dispose of any interest in the Ordinary
Shares through Sandford's broker (or with the broker's prior consent, a third
party broker nominated by each of Paul Foulger, Adam Reynolds or Hansard) from
time to time so as to allow the maintenance of an orderly market in Sandford's
Ordinary Shares.
Ian Ainscow, David Keen and Norah Betty Turnbull
Subject to the exceptions permitted by the AIM Rules and as set out below, each
of Messrs Ainscow and Keen and Norah Betty Turnbull will not dispose of any
interest in any Ordinary Shares they become interested in by virtue of their
interest in WIMG:
(i) For a period of four months following Admission; and
(ii) in respect of David Keen and Norah Betty Turnbull only, thereafter until
the publication by Sandford of its audited results for the nine month period
ending 31 December 2007 or 30 June 2008, whichever is the earlier, without the
prior written consent of Beaumont Cornish.
Robin Courage and Lars Haue-Pedersen
Subject to the exceptions permitted by the AIM Rules and as set out below,
Messrs Courage and Haue-Pedersen will not dispose of any Ordinary Shares for a
period of 36 months from Admission. During the period of one year following the
third anniversary of Admission, Messrs Courage and Haue-Pedersen will only sell
or dispose of any interest in Ordinary Shares through Sandford's broker (or with
the broker's prior consent, a third party broker nominated by Messrs Courage and
Haue- Pedersen) from time to time so as to allow the maintenance of an orderly
market in Sandford's Ordinary Shares.
Lock-ins Agreements Exemptions
The Lock-in agreements described above shall not apply to a disposal made:
(a) In acceptance of a general offer for the whole of the issued equity share
capital of Sandford (other than any equity share capital held by or committed to
the offeror and/or persons acting in concert with the offeror) made in
accordance with the City Code or the provision of an irrevocable undertaking to
accept such an offer; or
(b) pursuant to any compromise or arrangement under Section 425 of the Act
providing for the acquisition by any person (or group of persons acting in
concert) of 50 per cent. or more of the equity share capital of the Company and
which compromise or arrangement has been sanctioned by the courts;
(c) under any scheme or reconstruction under Section 110 of the Insolvency Act
1986 in relation to Sandford;
(d) by the personal representatives of the covenantor if the covenantor shall
die during the period of such restrictions provided that the sale of any shares
in Sandford by such personal representatives pursuant to this sub-clause during
such period shall be effected in accordance with the reasonable requirements of
Sandford so as to ensure an orderly market for the issued share capital of
Sandford; or
(e) pursuant to any sale or transfer required by an order made by a court with
competent jurisdiction.
In addition, the WIMG Lock-in Agreement will not apply to any disposal by WIMG
with the prior written consent of Beaumont Cornish or pursuant to any scheme or
reconstruction under Section110 of the Insolvency Act 1986 and distribution of
it assets to its shareholders, provided that WIMG procures that the WIMG
Shareholders enter into the Lock-in agreements described above.
6. Website
Shareholders may from 21 August 2007 obtain further information on the Company
from the Company's website, www.tsegroupplc.com which has been prepared in
accordance with AIM Rule 26.
7. Annual General Meeting
At the Annual General Meeting held earlier today, all resolutions were duly
passed.
Enquiries:
Sandford plc
Paul Foulger Tel: 0207 245 1100
Beaumont Cornish Limited
Michael Cornish Tel: 0207 628 3396
Roland Cornish
APPENDIX A
DEFINITIONS
THE FOLLOWING DEFINITIONS APPLY THROUGHOUT THIS ANNOUNCEMENT UNLESS THE CONTEXT
OTHERWISE REQUIRES:
"Acquisition" the proposed acquisition by the Company of the
whole of the issued share capital of Wilton
"Acquisition Agreement" the conditional agreement between WIMG (1), Robin
Courage (2), Lars Haue-Pedersen (3), the WIMG
Shareholders (4) and Sandford (5) relating to the
Acquisition, a summary of the principal terms of
which is set out in paragraph 11.1.25 of Part 8 of
the Document
"Acquisition Shares" the ordinary shares and the B ordinary shares in
the capital of Wilton to be acquired by Sandford
pursuant to the Acquisition Agreement
"Act" the Companies Act 1985 (as amended)
"Admission" the admission of the First Enlarged Issued Share
Capital to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules for AIM Companies and their Nominated
Advisers issued by the London Stock Exchange from
time to time
"Beaumont Cornish" Beaumont Cornish Limited, a company registered in
England and Wales with registered number 03311393
"Boldwood" Boldwood Limited, a company registered in England
and Wales with registered number 05232587
"Cash Consideration" the First Cash Consideration and the Second Cash
Consideration
"City Code" the City Code on Takeover and Mergers
"Combined Code" the Principles of Good Governance and Code of Best
Practice published in June 2006 by the Financial
Reporting Council
"Company" or "Sandford" Sandford Plc, a company registered in England and
Wales with registered number 5353387
"Completion" completion of the Proposals
"Concert Party" as defined in Part 3 of the Document
"Consideration Shares" the First Consideration Shares and the Second
Consideration Shares
"Continuing Inter #100,000 which will remain owing by Wilton to WIMG
Company Debt" and which is to be repaid as part of the Second
Cash Consideration, as set out in paragraph
11.1.25 of Part 8 of the Document
"Directors" or "Board" the directors of the Company at the date of this
Announcement
"Document" the admission document dated 27 July 2007
"EGM" or "Extraordinary the extraordinary general meeting of the Company
General Meeting" to be held on 20 August 2007 at 10.30 a.m. (or any
adjournment thereof), notice of which is set out
at the end of the Document
"Enlarged Group" Sandford, Wilton and TSE and any of their
subsidiaries as at the date of Admission
"Enlarged Ordinary Share the entire issued share capital of the Company as
Capital" enlarged by the First Consideration Shares
"Existing Ordinary Share the entire issued ordinary share capital of the
Capital" Company as at the date of the Document
"Existing Ordinary the 493,900,000 issued Ordinary Shares at the date
Shares" of the Document
"First Cash #750,000
Consideration"
"First Inter Company #118,493 owed by Wilton to WIMG to be repaid by
Debt" the Company, for and on behalf of Wilton, on
Completion by WIMG applying #118,493 of the First
Cash Consideration to such repayment
"First Consideration the New Ordinary Shares to be issued to the
Shares" Vendors on completion of the Acquisition
"First Enlarged Share the issued ordinary share capital of the Company
Capital" on Admission, comprising the Existing Ordinary
Shares and the First Consideration Shares
"Form of Proxy" the blue form of proxy to be used by holders of
Existing Ordinary Shares in connection with the
EGM
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Group" the Company and, prior to the sale of MSUK, its
subsidiaries including but not limited to MSUK
"Hansard" Hansard Communications.com Limited, a company
registered in England and Wales with registered
number 03928022
"Independent Director" Neil McClure
"Independent those shareholders entitled to vote on Resolution
Shareholders" 1 pursuant to paragraph 2(d) of Appendix 1 of the
City Code
"London Stock Exchange" London Stock Exchange plc
or "Exchange"
"New Ordinary Shares" the 90,000,000 new Ordinary Shares
"New Warrant Instrument" means the deed poll dated 26 July 2007 creating
the New Warrants and setting out the terms and
conditions of the exercise of the New Warrants
"New Warrants" warrants to subscribe for New Ordinary Shares
granted to Beaumont Cornish (subject to
Admission), details of which are set out in
Paragraph 8.2 of Part 8 of the Document
"Notice of Extraordinary the notice of Extraordinary General Meeting at the
General Meeting" end of the Document
"Ordinary Shares" the ordinary shares of 0.1 pence each in the share
capital of the Company at the date of the Document
"Original Admission" the admission of the share capital of the Company
to AIM which took place on 24 June 2005
"Panel" the Panel on Takeovers and Mergers, the regulatory
body which administers the City Code
"Proposals" the Acquisition, the Admission, the Resolutions
and the Rule 9 Waiver
"Proposed Directors" Robin Courage and Lars Haue-Pedersen
"Prospectus Rules" the rules made by the FSA pursuant to sections
734A(1) and (3) of FSMA, as defined in section 417
(1) of FSMA
"Purchase Option" the option granted by Hansard to Neil McClure to
acquire up to 8,800,000 Ordinary Shares, details
of which are set out in paragraph 11.2.2 of Part 8
of the Document
"Resolutions" the resolutions set out in the notice of EGM at
the end of the Document and 'Resolution' shall
mean any one of them as appropriate
"Second Cash #200,000 of which #100,000 is payable to the
Consideration" Proposed Directors and #100,000 is payable to WIMG
in repayment of the Continuing Inter Company Debt
"Second Consideration up to 24,000,000 new Ordinary Shares which may be
Shares" issued and allotted to the Proposed Directors
"Second Enlarged Share the Existing Ordinary Shares, the First
Capital" Consideration Shares and the Second Consideration
Shares
"Shareholders" or holders of Existing Ordinary Shares
"Members"
"TSE" TSE Consulting S.A. a Swiss stock company (societe
anonyme), a wholly-owned subsidiary of Wilton
"UK" the United Kingdom of Great Britain and Northern
Ireland
"UKLA" the FSA acting in its capacity as the competent
authority for the purposes of Part 8 of FSMA
"Vendors" Wilton International Management Group and the
Proposed Directors
"Waiver" the conditional waiver by the Panel of the
obligation of the Concert Party that may otherwise
arise under 'Rule 9' of the City Code to make a
mandatory cash offer for the issued Ordinary
Shares not already owned by the Concert Party on
Completion
"Warrant Holder" Neil James McClure, the holder of the Warrants
"Warrant Instrument" the deed poll dated 28 February 2007 creating the
Warrants and setting out the terms and conditions
of the exercise of the Warrants
"Warrants" warrants to subscribe for Ordinary Shares, full
details of which are set out in paragraph 8 of
Part 8 of the Document
"Wilton" or "WICL" Wilton International Consulting Limited, a company
registered in England and Wales with registered
number 05504412, a wholly owned subsidiary of WIMG
"Wilton Lock-in the lock-in agreements as set out in paragraph 10
Agreements" of Part 1 and paragraph 11.1.28 of Part 8 of the
Document
"WIMG" or "Wilton Wilton International Management Group Limited, a
International Management company registered in England and Wales with
Group" registered number 05416550
"WIMG Shareholders" Adam Reynolds, Paul Foulger, David Keen and Ian
Ainscow
APPENDIX B
MARKET STATISTICS
Number of Existing Ordinary Shares 493,900,000
Number of First Consideration Shares to be issued 90,000,000
pursuant to the terms of the Acquisition Agreement
Total number of Ordinary Shares in issue following the 583,900,000
issue of the First
Consideration Shares ("First Enlarged Share Capital")
Percentage of the First Enlarged Ordinary Share 15.41 per cent.
Capital represented by the First Consideration Shares
Percentage of the First Enlarged Ordinary Share 71.05 per cent.
Capital not in public hands
Maximum number of Second Consideration Shares to be 24,000,000
issued pursuant to the terms of the Acquisition
Agreement
Total number of Ordinary Shares following the issue of 607,900,000
the Second Consideration Shares ("Second Enlarged
Share Capital")
Percentage of the Second Enlarged Ordinary Share 18.75 per cent.
Capital represented by the Consideration Shares
AIM Ticker Symbol SFD
ISIN for the Ordinary Shares GB00B0BFPD14
APPENDIX C
FURTHER INFORMATION GIVEN IN ACCORDANCE WITH THE AIM RULES CONCERNING THE
PROPOSED DIRECTORS
Each of Robin Courage and Lars Haue-Pedersen has the following service
agreements in place:
On 26 July 2007 Robin Courage entered into a service agreement with TSE, which
took effect from 2 September 2005. He was appointed as an executive director of
TSE and the Company under this service agreement. The appointment will continue
indefinitely and is terminable by either party on three months' notice in
writing (such notice not to expire until the first anniversary of Admission).
Robin Courage will receive a salary of CHF168,000 per annum inclusive of any
director's fees and 25 days' paid holiday entitlement per annum. He will also be
entitled to participate in TSE's bonus and share option schemes, subject to the
rules of those schemes and targets set. The service agreement also includes
provisions for secondment, garden leave, pay in lieu of notice, a detailed
confidentiality provision and a provision dealing with the protection of TSE's
and the Company's intellectual property. Robin Courage is also subject to
various post-termination restrictions, which prevent him from poaching key
staff, clients and suppliers and interfering with the Company's relationship
with its clients and suppliers and competing with TSE and the Company.
On 26 July 2007 Lars Haue-Pedersen entered into a service agreement with TSE,
which took effect from 2 September 2005. He was appointed as an Executive
Director of TSE and the Company under this service agreement. The appointment
will continue indefinitely and is terminable by either party on three months'
notice in writing (such notice not to expire until the first anniversary of
Admission). Lars Haue-Pedersen will receive a salary of CHF180,000 per annum
inclusive of any director's fees and 25 days' paid holiday entitlement per
annum. He will also be entitled to participate in TSE's bonus and share option
schemes, subject to the rules of those schemes and targets set. The service
agreement also includes provisions for secondment, garden leave, pay in lieu of
notice, a detailed confidentiality provision and a provision dealing with the
protection of TSE's and the Company's intellectual property. Lars Haue-Pedersen
is also subject to various post-termination restrictions, which prevent him from
poaching key staff, clients and suppliers and interfering with TSE's and the
Company's relationship with its clients and suppliers and competing with TSE and
the Company.
None of the Proposed Directors are, nor have been within the five years prior to
the publication of the Document, partners in any partnerships. The Proposed
Directors have held the following directorships (in addition, where relevant, to
being a director of the Company) within the five years prior to the publication
of this Announcement:
Proposed Directors Current Past
Robin Vandeleur Courage The British Wheelchair Total Sports and
Sports Foundation Entertainment Consulting
Limited Limited
Courage Sports Ltd
Lars Haue-Pedersen TSE Consulting SA None
Save as disclosed above, none of the Proposed Directors:
(i) is currently a director of a company or a partner in a partnership or has
been a director of a company or a partner in a partnership within the five years
immediately preceding the date of this Announcement;
(ii) has any unspent convictions for any indictable offences or has been
declared bankrupt or has made any voluntary arrangement with his creditors;
(iii) has been a director of a company at the time of or within the 12 months
preceding any receivership, compulsory liquidation, creditors' voluntary
liquidation, administration or voluntary arrangement of that company or any
composition or arrangement with its creditors generally or any class of its
creditors;
(iv) has been a partner in a partnership at the time of or within the 12 months
preceding any compulsory liquidation, administration or voluntary arrangement of
that partnership;
(v) has had any asset which has been subject to a receivership or has been in a
partnership at the time of or within the 12 months preceding an asset of the
partnership being subject to a receivership;
(vi) has been publicly criticised by any statutory or regulatory authority
(including any recognised professional body) or has been disqualified by a Court
from acting as a director of, or in the management or conduct of the affairs of
any company; or
(vii) has any conflicts of interest between any duties to the Company and their
private interests and/or other duties.
There are no further details in relation to the above appointment which require
disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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