RNS Number:7425K
Montpellier Group PLC
06 May 2003
Rowan Dartington & Co. Limited
Press Release
FOR IMMEDIATE RELEASE 6 May 2003
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan.
Montpellier Group plc
Recommended Increased Cash Offer
by
Rowan Dartington & Co. Limited
on behalf of
Tobull Limited
for the entire issued and to be issued share capital of
Bullough plc
Summary
* Tobull, a wholly owned subsidiary of Montpellier, announces that it has
reached agreement with Bullough on the terms of a recommended increased cash
offer to be made by Rowan Dartington on behalf of Tobull to acquire the entire
issued and to be issued share capital of Bullough (other than the 15,876,318
Bullough Shares already owned by Tobull).
* The Increased Offer will be 14 pence in cash for each Bullough Share,
valuing the existing issued share capital of Bullough at approximately #7.44
million.
* The Increased Offer price represents a premium of approximately 115 per
cent. over the closing middle market price of 6.5 pence per Bullough Share on 16
April 2003, the business day immediately prior to the announcement by
Montpellier, on 17 April, of the firm intention by Tobull to make an offer for
Bullough.
* The Increased Offer has been unanimously recommended by the Independent
Directors of Bullough who have irrevocably undertaken to accept the Increased
Offer in respect of their entire registered and beneficial holdings amounting,
in aggregate, to 609,742 Bullough Shares representing approximately 1.15 per
cent. of Bullough's existing issued share capital.
* Bullough Shareholders should note that the Independent Directors have a
general fiduciary duty to Bullough and retain the right to change their
recommendation should circumstances change. This could occur if, prior to the
first closing date of the Increased Offer, they believe it is likely that they
will achieve the disposal of an operating division for a value which is material
in the context of the Increased Offer.
* Both Tobull's parent company Montpellier and Bullough are quoted on
AIM.
Peter Gyllenhammar, Deputy Chairman of Montpellier and Non-Executive Director of
Bullough said:
"Bullough has in recent years gone through a period of significant problems
caused by external as well as internal factors. The UK market for office
furniture has deteriorated dramatically while Bullough was in addition
significantly affected by the Product Procurement Services project. Since
joining Bullough in 2001 Howard Marshall, the Executive Chairman, together with
his management team, has addressed Bullough's short as well as long term
problems in a proactive and competent way. Without these efforts, which
included an unavoidable reduction in the workforce as well as substantial
upgrading of the group's production facilities, Bullough's long-term survival
would have been in serious doubt, as would the value of the company's equity.
Bullough is continuing to suffer from difficult market conditions and is by no
means yet in a position to deliver acceptable returns on its capital. Further
consolidation is likely to be required, while Bullough will benefit from
avoiding the significant costs and other disadvantages of being a public
company."
ENQUIRIES:
Montpellier Group plc 020 7522 3200
Paul Sellars, Managing Director
Tobull Limited 020 7522 3211
Ralph Baber, Chairman
Rowan Dartington & Co. Limited 0117 933 0020
John Wakefield, Director
Bullough plc 01372 379088
Howard Marshall, Chairman
Arbuthnot Securities Limited 0121 710 4503
Richard Welton
Rowan Dartington & Co. Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Tobull as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Increased Offer and is not advising any
other person or treating any other person as its client in relation thereto and
will not be responsible to anyone other than Tobull for providing the
protections afforded to clients of Rowan Dartington or for providing advice in
relation to the Increased Offer or any other matter referred to herein.
Arbuthnot, which is regulated in the United Kingdom by the Financial Services
Authority is acting exclusively for Bullough as financial adviser within the
meaning of the Rules of the Financial Services Authority and for no one else in
connection with the Increased Offer and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Bullough for providing the protections afforded
to clients of Arbuthnot or for providing advice in relation to the Increased
Offer or any other matter referred to herein.
The availability of the Increased Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Persons who are not resident
in the UK should inform themselves about and observe any applicable
requirements.
The Increased Offer will not be made, directly or indirectly, in or into, or by
the use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange of, the United States.
The Increased Offer should not be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Doing so may render invalid any purported acceptance of the Increased
Offer. Accordingly, neither this announcement, the Offer Document nor the Form
of Acceptance are being, and they must not be, mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan.
This announcement is published on behalf of Tobull and has been approved by
Rowan Dartington & Co. Limited in accordance with the Financial Services and
Markets Act 2000.
The directors of Tobull and the directors of Montpellier (all of whose names are
set out below) accept responsibility for the information contained in this press
announcement other than that relating to Bullough and the directors of Bullough.
To the best of the knowledge and belief of the directors of Tobull and the
directors of Montpellier (each having taken all reasonable care to ensure that
such is the case), the information contained in this document 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 Tobull are shown below. The registered office address of
Tobull is at 39 Cornhill, London EC3V 3NU.
Ralph Baber, Chairman
Claes Piehl, Executive Director
David Wood, Executive Director
Ewen Wigley, Executive Director
The directors of Montpellier are shown below. The registered office of
Montpellier is also at 39 Cornhill, London EC3V 3NU.
Cedric Scroggs, Non-Executive Chairman
Peter Gyllenhammar, Non-Executive Deputy Chairman
Paul Sellars, Managing Director
Roger Feast, Executive Director
The Independent Directors of Bullough (all of whose names are set out below)
accept responsibility for the information contained in this press announcement
relating to Bullough (except that contained in the comments attributed to Mr
Gyllenhammar) and the directors of Bullough. To the best of the knowledge and
belief of the Independent Directors of Bullough (having taken all reasonable
care to ensure that such is the case), the information contained in this
document for which they are responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Peter Gyllenhammar, one of the directors of Bullough, accepts responsibility for
the information contained in this press announcement relating to Bullough other
than the information relating to the expressions of opinion of the Independent
Directors relating to the Increased Offer and the opinion itself. To the best
of the knowledge and belief of Peter Gyllenhammar (having taken all reasonable
care to ensure that such is the case), the information contained in this
document for which he is responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of Bullough are shown below. The registered office of Bullough is
at 21 The Crescent, Leatherhead, Surrey KT22 8DY.
Howard Marshall, Chairman*
Colin Bonsey, Group Finance Director*
Hugh McLellan, Executive Director*
JD Michael Smith, Non-Executive Director*
Peter Gyllenhammar, Non-Executive Director
This summary should be read in conjunction with the full text of this
announcement. Appendix III contains the definitions of terms used in this
summary and in the announcement.
* - together the Independent Directors
Rowan Dartington & Co. Limited
Press Release
FOR IMMEDIATE RELEASE 6
May 2003
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan.
Montpellier Group plc
Recommended Increased Cash Offer
by
Rowan Dartington & Co. Limited
on behalf of
Tobull Limited
for the entire issued and to be issued share capital of
Bullough plc
1. Introduction
The board of Tobull, a wholly owned subsidiary of Montpellier, announces that it
has reached agreement with the board of Bullough on the terms of a recommended
Increased Offer to be made by Rowan Dartington on behalf of Tobull to acquire
all of the issued, and to be issued, ordinary share capital of Bullough (other
than the 15,876,318 Bullough Shares already owned by Tobull).
The Independent Directors of Bullough, who have been advised by Arbuthnot, are
recommending that Bullough Shareholders accept the Increased Offer as they have
irrevocably undertaken to do in respect of their registered and beneficial
holdings of Bullough Shares.
2. The Increased Offer
On behalf of Tobull, Rowan Dartington will offer to acquire, on the terms set
out or referred to in Appendix 1 hereto and subject to the conditions and
further terms to be set out in the Offer Document and in the Form of Acceptance,
all of the issued and to be issued Bullough Shares (other than the 15,876,318
Bullough Shares already owned by Tobull) on the following basis:
for each Bullough Share 14 pence in cash
The Increased Offer values Bullough's entire issued share capital at
approximately #7.44 million. The Increased Offer price of 14 pence per Bullough
Share represents a premium of approximately 115 per cent. over the closing
middle market price of 6.5 pence per Bullough Share on 16 April 2003, the
business day immediately prior to the commencement of the Offer Period.
Bullough Shares will be acquired by Tobull fully paid and free from all liens,
equitable interests, charges, encumbrances, pre-emption rights and other
interests and rights of whatsoever nature and together with all rights now or
hereafter attaching thereto, including the right to receive all dividends and
other distributions declared, made or paid on or after 17 April 2003.
3. Bullough Share Option Scheme
The Increased Offer extends to any Bullough Shares unconditionally allotted,
issued or transferred while the Increased Offer remains open for acceptance (or
such earlier date as Tobull may, subject to the City Code, determine, being not
earlier than the date on which the Increased Offer becomes unconditional as to
acceptances or, if later, the first closing date of the Increased Offer),
including any Bullough Shares which are unconditionally allotted or issued
pursuant to the exercise of options granted under the Bullough Share Option
Scheme.
4. Irrevocable undertakings to accept the Increased Offer
Irrevocable undertakings to accept the Increased Offer have been given by the
Independent Directors of Bullough in respect of, in aggregate, 609,742 Bullough
Shares, representing approximately 1.15 per cent. of Bullough's issued share
capital. These irrevocable undertakings may be withdrawn should the
Independent Directors change their recommendation and this could occur if there
was a disposal of an operating division for a value which is material in the
context of the Increased Offer prior to the first closing date of the Increased
Offer.
The irrevocable undertakings may be revoked if:
(a) the Increased Offer is not made (by the posting of an offer document)
before Midnight on 15 May 2003; or
(b) after the posting of the document containing the formal terms and
conditions of the Increased Offer a third party announces in accordance with the
Code a firm intention to make a general offer (whether such offer is recommended
or otherwise) to acquire the whole of the issued share capital of Bullough not
already owned by such third party (the "Third Party Offer") on terms which
represent (in the reasonable opinion of Bullough's financial adviser) an
improvement on the value of the consideration offered under the Increased Offer
as at the date on which the Third Party Offer is announced; or
(c) the Independent Directors have changed their recommendation of the
Increased Offer pursuant to paragraph 9 below.
5. Background to and reasons for the Increased Offer
Tobull is part of the investment division of Montpellier. The investment
division invests principally in businesses which are under-performing but
asset-backed with a view to identifying ways to realise the locked-in value.
The directors of Montpellier believe that the acquisition of Bullough by Tobull
is consistent with this strategy and represents an opportunity to acquire a
well-established business operating in niche markets.
Tobull considers that this increase of 2 pence per Bullough Share above the
price specified in the offer announced on 17 April 2003 is merited by the
measure of certainty which will be achieved as a result of the board of Bullough
recommending the Increased Offer and by avoiding the additional costs which
would be likely to be incurred in administering an offer which was contested by
the board of Bullough.
6. Information on Bullough
The Bullough Group is a manufacturing engineering group whose trading activities
are comprised in two divisions, Workplace Solutions and Temperature Control.
The Workplace Solutions division manufactures and supplies office furniture,
principally into the UK market. For the year ended 31 December 2002, it
achieved an operating loss from continuing operations of #5.4 million on sales
of #49.2 million.
The Temperature Control division designs and manufactures oil fired boilers and
gas fired warm air central heating units for the residential and public sector
markets. For the year ended 31 December 2002, it achieved an operating profit
from continuing activities of approximately #1.25 million on turnover of #19.3
million.
7. Background to the recommendation of the Increased Offer by the
Independent Directors
For the year ended 31 December 2001, Bullough reported a loss before tax of
#13.9 million and had bank indebtedness of #4.9 million. At the bank's request
an independent international accounting firm was appointed to undertake a review
of Bullough's financial position and prospects.
Howard Marshall was appointed Chairman of Bullough on 4 April 2002 having begun
his association with Bullough on 26 November 2001 when he was appointed Deputy
Chairman. Since that time he, together with the other directors, has continued
and accelerated an ongoing strategic realignment of the business. This
restructuring has sought to maximise value to Bullough Shareholders.
The restructuring programme has led to a resizing of the business in line with
current demand. The total workforce headcount has been reduced by 38 per cent.
from 1,370 at 31 December 2000 to 850 at 31 December 2002 and at the same time a
major programme of productivity improvement has been implemented.
During this period turnover in Workplace Solutions has fallen by 31 per cent. in
what the Independent Directors consider is in line with a contraction of the
market. Headcount in the division has been reduced by 46 per cent. the full
benefit of which will be evidenced in 2003 as the previous two years bore
restructuring costs of #3.2m.
In April 2002 contracts were completed for the sale of Product Procurement
Services Ltd ("PPS") to its management together with the novation of the
contract with Land Securities Trillium for supply of product to the Department
of Work and Pensions. Whilst the completion of this disposal resulted in a
large write off, it terminated an onerous contract and created the platform for
Bullough to secure its long-term future.
The resolution of the transaction with PPS brought clarity to the level of
working capital required by the Bullough Group and it enabled revised facilities
of #7.5 million to be agreed with the Royal Bank of Scotland. In turn this gave
the Board the opportunity to make capital investment to improve manufacturing
capability and significant strides have been made in this direction with the
capital expenditure programmes at Flexiform, Project and Trianco.
Their restructuring programme has most recently seen the sale of the business
and assets of Boulter Boilers Limited for #8.45 million on 29 November 2002
resulting in an exceptional profit of approximately #6.5 million. The proceeds
of the disposal were used to reduce Bullough's indebtedness to #376,000 at 31
December 2002 and the profit on sale enhanced net worth.
The cost base of the Bullough Group has been lowered significantly as a
consequence of the restructuring programme and capital investment. The
programme has been instigated and implemented by the Bullough Board, with the
support of Montpellier.
The Independent Directors of Bullough believe that the actions taken to date
have secured the long-term future of the Bullough Group and put it in a strong
position for any recovery in the office furniture market.
On the 17 April 2003 Montpellier, through Tobull, made an offer at 12 pence per
share for Bullough. There has since then been a series of discussions between
the Independent Directors and Montpellier which has resulted in the recommended
Increased Offer being announced today. For the reasons given below, the
Independent Directors are now recommending acceptance of this Increased Offer to
Bullough Shareholders.
8. Current Trading
For the year ended 31 December 2002, Bullough reported consolidated turnover of
#82.7 million (2001: #104.9 million) and loss before taxation of #7.4 million
(after exceptional items of #2.7 million) (2001: #13.9 million loss after
exceptional items of #3.8 million). Shareholders' funds at 31 December 2002
were #23.3 million.
The combined impact of the restructuring together with the capital investment
programme, also implemented in 2002, is now delivering real benefit. The
Independent Directors are encouraged by trading at the start of the current
financial year.
9. Recommendation of the Independent Directors
The Independent Directors of Bullough are recommending acceptance of an
increased 14 pence per Bullough Share offer in cash from Tobull, a wholly owned
subsidiary of Montpellier, for the entire share capital of Bullough and have
been so advised by Arbuthnot, Bullough's financial advisors. This offer price is
at a substantial premium to the market price of a Bullough Share prior to the
announcement on the 17 April 2003 of Tobull's intention to make a bid and
represents an immediate cash return for Bullough Shareholders.
The Increased Offer of 14 pence per Bullough Share is however at a substantial
discount to the last published net asset value per share of the Bullough Group
of 43.9 pence. Discussions are in progress for the disposal of an operating
division which if successful may result in a higher return to Bullough
Shareholders than the 14 pence offer. Bullough Shareholders should note that
the Independent Directors have a general fiduciary duty to Bullough and retain
the right to change their recommendation should circumstances change. Moreover,
the directors have retained the right to withdraw their recommendation if, prior
to the first closing date of the Increased Offer, they believe it is likely that
they will achieve the disposal of an operating division for a value which is
material in the context of the Increased Offer.
In considering whether or not to recommend the Increased Offer, the Independent
Directors have taken into account the following considerations which, they
believe, are of particular importance to shareholders:
* An offer price of 14 pence per Bullough Share represents a
premium of 115.4 per cent. over the closing price of 6.5 pence per Bullough
Share on 16 April 2003, the day before Bullough entered the Offer Period.
* The recommended offer price of 14 pence per Bullough Share
represents an extra 2 pence per Bullough Share to shareholders over Tobull's
original offer of 12 pence. This represents an increase of 16.7 per cent. over
the original offer price.
* Tobull holds 29.9 per cent of the share capital of Bullough and
is represented on the board and therefore is capable of exercising a significant
influence over the future direction and ownership of the Bullough Group.
* Although the Increased Offer of 14 pence per Bullough Share is
at a 68 per cent. discount to the last published net asset value per share, the
timescale and achievability of an asset realisation programme is uncertain.
* Arbuthnot has reviewed the trading forecasts and asset
realisation proposals prepared by the board of Bullough and has advised the
Independent Directors that the offer price falls below its valuation of the
Company. In Arbuthnot's view the difference is not substantial. This
valuation was prepared using a number of bases and sources:
* the Independent Directors forecast of trading for the 12 months ending
31 December 2003;
* the property strategy report which provides an independent current
valuation of Bullough's freehold properties; and
* an independently prepared MFR actuarial valuation of the Bullough
pension schemes.
* The notes to the audited accounts for the year ended 31 December
2002 refer to an aggregate FRS17 deficit of #16.6 million on the Bullough
pension schemes. The Bullough board has received advice from its pensions
advisers that the Minimum Funding Requirement deficit at 31 December 2002 was
#7.5 million. Neither deficit is included in the last published net asset value
per share of the 43.9 pence quoted above.
* Although the trading and the future prospects of the Bullough
Group have significantly improved over the past two years as a result of the
board's restructuring, the recovery is not yet reflected in a full year's
results.
* By accepting the Increased Offer, Bullough Shareholders will
avoid the dealing costs of a sale and this may be of particular value to
shareholders with small shareholdings.
10. Bullough management and employees
Tobull recognises the skills, technical ability and experience of the existing
management and employees of Bullough. The board of Tobull has confirmed that
the existing employment rights of all employees of the Bullough Group will be
fully safeguarded.
11. Information on Tobull and Montpellier
Tobull is a wholly owned subsidiary of Montpellier, set up specifically for the
acquisition of Bullough.
The principal activities of Montpellier are those of an investment company. Its
subsidiaries are engaged in construction, land and property development and
investment management including corporate finance activities. These activities
are carried out in the United Kingdom and United States.
For the year ended 30 September 2002, Montpellier had turnover of #448 million
(year ended 30 September 2001: #312 million) and achieved profit before taxation
of #4.9 million (year ended 30 September 2001: #3.5 million). Earnings per
ordinary share (basic) for the year ended 30 September 2002 were 7.25 pence
(2001: 5.34p) and net assets per ordinary share as at 30 September 2002 were
approximately 44 pence (2001: 39p).
12. Offer Document
The formal Offer Document, setting out full details of the Increased Offer,
together with the Form of Acceptance, will be despatched by Rowan Dartington, on
behalf of Tobull, within 28 days of the announcement by Montpellier on 17 April
2003 of the firm intention by Tobull to make an offer for Bullough.
13. Financing of the Increased Offer
The Increased Offer is to be financed from a term loan facility and guarantee
facility to be provided by Bank of Scotland.
14. Cancellation of trading on the Alternative Investment Market (AIM)
and compulsory acquisition of Bullough Shares
On receipt of valid acceptances in respect of not less than 90 per cent. of the
Bullough Shares which are the subject of the Increased Offer, Tobull intends to
apply the provisions of sections 428 to 430F of the Companies Act to acquire
compulsorily any Bullough Shares in respect of which valid acceptances have not
been received.
Further, Tobull intends to apply to the London Stock Exchange for the dealing
facility in Bullough Shares on AIM to be withdrawn as soon as it is appropriate
and possible to do so following the Increased Offer becoming or being declared
unconditional in all respects.
15. General
Save as otherwise disclosed in this press announcement, neither Tobull, nor
Montpellier, nor any Tobull director, nor any Montpellier director nor, to the
best of Tobull's knowledge and belief, any person acting in concert with Tobull
for the purposes of the Increased Offer, owns or controls any Bullough Shares or
any options to purchase any Bullough Shares or has entered into any derivative
referenced to securities of Bullough which remains outstanding.
Further details of the bases and sources of certain financial information in
this announcement are set out in Appendix II. Appendix III contains definitions
of the terms used in this announcement.
ENQUIRIES:
Montpellier Group plc 020 7522 3200
Paul Sellars, Managing Director
Tobull Limited 020 7522 3211
Ralph Baber, Chairman
Rowan Dartington & Co. Limited 0117 933 0020
John Wakefield, Director
Bullough plc 01372 379088
Howard Marshall, Chairman
Arbuthnot Securities Limited 0121 710 4503
Richard Welton
Rowan Dartington & Co. Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Tobull as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Increased Offer and is not advising any
other person or treating any other person as its client in relation thereto and
will not be responsible to anyone other than Tobull for providing the
protections afforded to clients of Rowan Dartington or for providing advice in
relation to the Increased Offer or any other matter referred to herein.
Arbuthnot, which is regulated in the United Kingdom by the Financial Services
Authority is acting exclusively for Bullough as financial adviser within the
meaning of the Rules of the Financial Services Authority and for no one else in
connection with the Increased Offer and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Bullough for providing the protections afforded
to clients of Arbuthnot or for providing advice in relation to the Increased
Offer or any other matter referred to herein.
The availability of the Increased Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Persons who are not resident
in the UK should inform themselves about and observe any applicable
requirements.
The Increased Offer will not be made, directly or indirectly, in or into, or by
the use of the mails of, or by any means of instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange of, the United States.
The Increased Offer should not be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Doing so may render invalid any purported acceptance of the Increased
Offer. Accordingly, neither this announcement, the Offer Document nor the Form
of Acceptance are being, and they must not be, mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan.
This announcement is published on behalf of Tobull and has been approved by
Rowan Dartington & Co. Limited in accordance with the Financial Services and
Markets Act 2000.
The directors of Tobull and the directors of Montpellier (all of whose names are
set out below) accept responsibility for the information contained in this press
announcement other than that relating to Bullough and the directors of Bullough.
To the best of the knowledge and belief of the directors of Tobull and the
directors of Montpellier (each having taken all reasonable care to ensure that
such is the case), the information contained in this document 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 Tobull are shown below. The registered office address of
Tobull is at 39 Cornhill, London EC3V 3NU.
Ralph Baber, Chairman
Claes Piehl, Executive Director
David Wood, Executive Director
Ewen Wigley, Executive Director
The directors of Montpellier are shown below. The registered office of
Montpellier is also at 39 Cornhill, London EC3V 3NU.
Cedric Scroggs, Non-Executive Chairman
Peter Gyllenhammar, Non-Executive Deputy Chairman
Paul Sellars, Managing Director
Roger Feast, Executive Director
The Independent Directors of Bullough (all of whose names are set out below)
accept responsibility for the information contained in this press announcement
relating to Bullough (except that contained in the comments attributed to Mr
Gyllenhammar) and the directors of Bullough. To the best of the knowledge and
belief of the Independent Directors of Bullough ( having taken all reasonable
care to ensure that such is the case), the information contained in this
document for which they are responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Peter Gyllenhammar, one of the directors of Bullough, accepts responsibility for
the information contained in this press announcement relating to Bullough other
than the information relating to the expressions of opinion of the Independent
Directors relating to the Increased Offer and the opinion itself. To the best
of the knowledge and belief of Peter Gyllenhammar (having taken all reasonable
care to ensure that such is the case), the information contained in this
document for which he is responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information
The directors of Bullough are shown below. The registered office of Bullough is
at 21 The Crescent, Leatherhead, Surrey KT22 8DY.
Howard Marshall, Chairman*
Colin Bonsey, Group Finance Director*
Hugh McLellan, Executive Director*
JD Michael Smith, Non-Executive Director*
Peter Gyllenhammar, Non-Executive Director
* - together the Independent Directors
APPENDIX I
APPENDIX I: TERMS OF THE INCREASED OFFER.
The Increased Offer is, except as varied or otherwise provided in this
announcement, made on the same terms as the offer defined as "the Offer" in
Tobull's press announcement released on 17 April 2003 including the conditions
and terms set out in Appendix 1 to that announcement as if such conditions and
terms were set out in this announcement in full, save that references to the
Offer in that announcement shall be deemed to be references to the Increased
Offer.
APPENDIX II
BASES AND SOURCES
(i) Tobull Limited was incorporated on 13 April 2003 and has
not yet produced statutory accounts.
Unless otherwise stated, the financial information concerning Montpellier and
Bullough has been derived or extracted from the published reports and accounts
of each company for the relevant periods.
(ii) The value of the Increased Offer assumes that there are
currently 53,172,410 Bullough Shares in issue.
(iii) The closing middle market price of Bullough Shares is
derived from the AIM Appendix to the Daily Official List for the relevant date.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" or "Companies Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the London Stock Exchange
"Arbuthnot" Arbuthnot Securities Limited
"Australia" the Commonweatlh of Australia, its states, territories and
possessions
"Bullough" Bullough plc
"Bullough Group" Bullough, its subsidiaries and subsidiary undertakings
"Bullough Share Option Scheme" the Bullough Executive Share Option Scheme
"Bullough Shareholders" holders of Bullough Shares
"Bullough Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 20p each in the capital of Bullough and any
further such shares which are unconditionally allotted or
issued while the Offer remains open for acceptance (or by such
earlier date or dates as Tobull may, subject to the City Code,
decide)
"business day" a day (other than a Saturday or Sunday) on which banks are
generally open in London for usual business
"Canada" Canada, its possessions, provinces and territories and all
areas subject to its jurisdiction or any political
sub-division thereof
"City Code" the City Code on Takeovers and Mergers
"Daily Official List" the London Stock Exchange Daily Official List
"Form of Acceptance" the form of acceptance and authority relating to the Increased
Offer which is to be despatched with and accompany the Offer
Document
"Increased Offer" the increased offer of 14 pence per Bullough Share made by
Rowan Dartington on behalf of Tobull to acquire all of the
Bullough Shares save for the Bullough Shares already owned by
Tobull
" Independent Directors" directors of Bullough other than Peter Gyllenhammar
"Japan" Japan, its cities, prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange plc
"Montpellier" Montpellier Group plc
"Montpellier Group" Montpellier, its subsidiaries and subsidiary undertakings
the document to be sent to Bullough Shareholders containing
and setting out the terms and conditions of the Increased
"Offer Document" Offer
"Offer Period" the period commencing on 17 April 2003 (the date of the
announcement by Tobull of a firm intention to make an offer
for Bullough) until whichever of the following dates shall be
the latest: (i) 3.00 pm on the first closing date of the
Increased Offer; (ii) the time and date on which the Increased
Offer becomes unconditional; and (iii) the time and date on
which the Increased Offer lapses
"Panel" the Panel on Takeovers and Mergers
"Rowan Dartington" Rowan Dartington & Co. Limited
"Securities Act" the United States Securities Act of 1933 as amended
"Tobull" Tobull Limited, a wholly owned subsidiary of Montpellier
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US Persons" has the meaning given to it by Regulation S under the
Securities Act
"USA" or "United States" the United States of America, its territories and possessions,
any state of the United States and the District of Columbia
and any other areas subject to its jurisdiction
In relation to the definitions of wider Tobull Group and wider Bullough Group "
parent undertaking", ''subsidiary undertaking'', ''associated undertaking'' and
''undertaking'' have the meanings given by the Companies Act, other than
paragraph 20(1)(b) of Schedule 4A to the Companies Act which shall be excluded
for this purpose, and ''significant interest'' means an interest in ten per
cent. or more of the equity share capital (as defined in the Companies Act).
This information is provided by RNS
The company news service from the London Stock Exchange
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