Offer for Baltimore plc

Oryx International Growth Fund Ld 27 June 2006 For Immediate Release 27 June 2006 Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, the Republic of South Africa, Japan or Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. OFFER by ARBUTHNOT SECURITIES LIMITED on behalf of ORYX INTERNATIONAL GROWTH FUND LIMITED for BALTIMORE PLC Summary â€¢ The Board of Oryx announces the terms of an offer to be made by Arbuthnot Securities on behalf of Oryx, for the entire issued and to be issued share capital of Baltimore. â€¢ The Offer, when made, will provide Baltimore Shareholders with the opportunity to become shareholders in Oryx, which is managed by North Atlantic Value LLP and which has a strong track record of increasing NAV per share over many years, having achieved a 202.1 per cent. increase in the Fully Diluted NAV per Oryx Share since Oryx's admission to the Official List. â€¢ The Offer will be made on the following basis: for each such number of Oryx C Shares as shall have a value, at an Baltimore issue price of 100 pence per Oryx C Share, equal to 100 per Share cent. of the FAV per Baltimore Share â€¢ For illustrative purposes only, had the Unconditional Date been 26 June 2006 (being the latest practicable date prior to this announcement) Oryx estimates that: - the FAV per Baltimore Share would have been 19.8 pence (such Formula Asset Value having been calculated by reference to the latest publicly announced unaudited Net Asset Value per Baltimore Share as at 27 February 2006, which was delivered to a Regulatory Information Service by Baltimore on 24 March 2006); and - an accepting Baltimore Shareholder would have been entitled to 1,000 Oryx C Shares for every 5,050 Baltimore Shares held. â€¢ In aggregate, Oryx owns and has received irrevocable undertakings and non-binding letters of intent to accept the Offer in respect of 73,412,519 Baltimore Shares, representing approximately 47.0 per cent. of Baltimore's issued share capital and approximately 54.5 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested, made up as follows: - Oryx currently owns a total of 702,643 Baltimore Shares, representing approximately 0.4 per cent. of Baltimore's issued share capital (approximately 0.5 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). - Oryx has received irrevocable undertakings to accept (or use all reasonable endeavours to procure the acceptance of) the Offer from certain institutional and other Baltimore Shareholders in respect of, in aggregate, 39,046,614 Baltimore Shares representing approximately 25.0 per cent. of Baltimore's issued share capital (approximately 29.0 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). These irrevocable undertakings are binding even in the event of a higher competing offer but will cease to be binding if the Offer is not made within 28 days from the date of this announcement or if it is made by that date but subsequently lapses or is withdrawn. - Oryx has received non-binding letters of intent to accept the Offer from certain institutional Baltimore Shareholders in respect of, in aggregate, a further 33,663,262 Baltimore Shares representing approximately 21.6 per cent. of Baltimore's issued share capital (approximately 25.0 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). â€¢ The Offer is conditional upon, inter alia, valid acceptances being received in respect of the Offer (and not, where permitted, withdrawn), which together with Baltimore Shares acquired or agreed to be acquired before or during the Offer Period, will result in Oryx holding Baltimore Shares carrying more than 50 per cent. of the voting rights normally exercisable at general meetings of Baltimore. Commenting on the Offer, Nigel Cayzer, Chairman of Oryx, said: 'Oryx has a strong track record of creating value for its shareholders since the fund was launched in 1995 and has a reputation for delivering results through the activist approach it has taken in relation to many of its investments. This was a key factor for the Baltimore shareholders who have provided support for our offer.' In accordance with Rule 2.10 of the City Code, Oryx confirms that, as at the close of business on 26 June 2006, it had 10,666,086 ordinary shares of 50 pence each in issue. The International Securities Identification Number (ISIN) for these shares is GB0006630163. Enquires: Oryx International Growth Fund Limited 020 7747 5678 Christopher Mills Arbuthnot Securities Limited 020 7012 2000 Alastair Moreton This summary should be read in conjunction with the full text of the attached announcement. Certain definitions are used throughout this announcement and your attention is drawn to Appendix V at the end of this announcement where these definitions are set out in full. The contents of this announcement, which has been issued by and is the sole responsibility of Oryx, has been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 by Arbuthnot Securities Limited of Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR. Arbuthnot Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Oryx and no one else in connection with the Offer and will not be responsible to any other person for providing the protections afforded to clients of Arbuthnot Securities or for providing advice in relation to the Offer, Admission or the contents of this announcement. This announcement does not constitute, or form part of, any offer or invitation to sell or purchase any securities or solicitation of an offer to buy any securities pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Documentation, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility, directly or indirectly from or within the United States or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Documentation is being, and must not be, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Baltimore Shareholders or other persons, (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement and/or part/all of the Offer Documentation to any jurisdiction outside the United Kingdom, should refrain from doing so and seek appropriate professional advice before taking any action. The Offer is not an offer of securities for sale in the United States or in any jurisdiction in which such an offer is unlawful. The Oryx C Shares to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state of the United States and may not be offered or sold in the United States, absent registration or an applicable exemption from registration. No public offering of the securities will be made in the United States. This announcement and the Offer Documentation are not being made available to Baltimore Shareholders with registered addresses in the United States or any Restricted Jurisdiction and may not be treated as an invitation to subscribe for any Oryx C Shares by any person resident or located in such jurisdictions or any other Restricted Jurisdiction. Any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this announcement and/or any part of the Offer Documentation to the United States or any Restricted Jurisdiction should seek appropriate advice before taking any action. The Oryx C Shares have not been, and will not be, registered under the applicable securities laws of any Restricted Jurisdiction. Accordingly, the Oryx C Shares may not be offered, sold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction. This announcement contains a number of forward-looking statements relating to Oryx and Baltimore with respect to, among others, the following: financial conditions; results of operation; the businesses of Oryx and Baltimore; future benefits of the transaction; and management plans and objectives. Oryx considers any statements that are not historical facts as 'forward-looking statements'. They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the combination of the businesses of Oryx and Baltimore, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or not realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Oryx and Baltimore do business are less favourable than expected, and/or conditions in the securities market are less favourable than expected. Except as required by the FSA, the London Stock Exchange or applicable law, Oryx expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in Oryx's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'City Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Oryx or of Baltimore, all 'dealings' in any 'relevant securities' of that company (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. (London time) 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 Oryx or of Baltimore, 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 Oryx or of Baltimore by Oryx or Baltimore, or by any of its 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 reference 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. For Immediate Release 27 June 2006 Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, the Republic of South Africa, Japan or Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. OFFER by ARBUTHNOT SECURITIES LIMITED on behalf of ORYX INTERNATIONAL GROWTH FUND LIMITED for BALTIMORE PLC 1. Introduction The Board of Oryx announces the terms of an offer to be made by Arbuthnot Securities on behalf of Oryx, for the entire issued and to be issued share capital of Baltimore. The Offer, when made, will provide Baltimore Shareholders with the opportunity to become shareholders in Oryx, which is managed by North Atlantic Value LLP and which has a strong track record of increasing NAV per share over many years, having achieved a 202.1 per cent. increase in the unaudited Fully Diluted NAV per Oryx Share since Oryx's admission to the Official list in March 1995 to 31 May 2006. The Acquisition will be a Class 1 transaction for Oryx under the Listing Rules and will therefore be conditional, inter alia, on approval by Existing Oryx Shareholders of the Resolutions at the Extraordinary General Meeting. 2. Terms of the Offer On behalf of Oryx, Arbuthnot Securities will offer to acquire, on the terms to be set out in the Offer Document and Form of Acceptance and subject to the conditions set out in Appendix I to this announcement, the entire issued and to be issued share capital of Baltimore on the following basis: for each such number of Oryx C Shares as shall have a value, at an issue Baltimore price of 100 pence per Oryx C Share, equal to 100 per cent. of Share the FAV per Baltimore Share; The number of Oryx C Shares to which accepting Baltimore Shareholders will become entitled under the Offer will not be capable of being determined until the Offer becomes or is declared unconditional as to acceptances, when the Formula Asset Value will be calculated in accordance with the formula set out in Appendix II to this announcement. Fractional entitlements to Oryx C Shares arising after calculation of each accepting Baltimore Shareholder's entitlement under the terms of the Offer will be disregarded and will not be issued. In accordance with Rule 24.10 of the City Code, Arbuthnot Securities has advised that, based on market conditions on 26 June 2006 (being the latest practicable date prior to publication of this document) and an estimate of the range of discount to the Net Asset Value per share at which Oryx C Shares may trade, of between 1.4 per cent. (being the current discount of an Existing Oryx Share to the NAV per Oryx Share) and 10 per cent., its estimate of the value of the Oryx C Shares, if they were in issue at that date, would have been in the range of approximately 90.0 to 98.6 pence per share. For illustrative purposes only, had the Unconditional Date been 26 June 2006 (being the latest practicable date prior to publication of this announcement) Oryx estimates that: â€¢ the FAV per Baltimore Share would have been 19.8 pence (such Formula Asset Value having been calculated by reference to the latest publicly announced unaudited Net Asset Value per Baltimore Share as at 27 February 2006, which was delivered to a Regulatory Information Service by Baltimore on 24 March 2006); â€¢ an accepting Baltimore Shareholder would have been entitled to 1,000 Oryx C Shares for every 5,050 Baltimore Shares held; and â€¢ the Offer would have valued each Baltimore Share at between 17.8 and 19.5 pence, representing a premium of between approximately 18.7 and 30.0 per cent. to the Closing Price of 15.0 pence per Baltimore Share on 26 June 2006 (being the latest practicable date prior to the announcement of the Offer) and all of the Baltimore Shares (assuming full exercise of options granted under the Baltimore Share Schemes, and that new Baltimore Shares are issued on the exercise of those options in all cases, except for the options granted under the Baltimore plc 2002 Share Award Plan and the Baltimore plc 2005 Share Option Scheme where the options have been granted by the trustees of the Baltimore Employee Benefit Trust) but excluding those Baltimore Shares in which any member of the Baltimore Group is interested at between approximately Â£26.0 and Â£28.4 million. On the basis of the Offer Illustration, full acceptance of the Offer, assuming exercise of all options granted under the Baltimore Share Schemes, and that new Baltimore Shares are issued on exercise of those options in all cases (except for the options granted under the Baltimore plc 2002 Share Award Plan and the Baltimore plc 2005 Share Option Scheme where the options have been granted by the trustees of the Baltimore Employee Benefit Trust), would result in the issue of 33,158,987 Oryx C Shares of which Oryx would be interested in 4,276,277 Oryx C Shares as referred to below in paragraph 3 of this announcement. The Baltimore Shares will be acquired by Oryx, pursuant to the Offer, fully paid up and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after 26 June 2006 (being the latest practicable date prior to this announcement). In view of the size of the Acquisition it will be necessary for Existing Oryx Shareholders to approve the Offer. It will also be necessary for Existing Oryx Shareholders to approve an increase in the authorised share capital of Oryx as well as the creation of the Oryx C Shares in connection with the Offer. Accordingly, the Offer is conditional upon, inter alia, approval of the Resolutions by Existing Oryx Shareholders at the Oryx EGM. The Offer is also conditional upon, amongst other things: â€¢ valid acceptances being received in respect of the Offer (and not, where permitted, withdrawn), which together with Baltimore Shares acquired or agreed to be acquired before or during the Offer Period, will result in Oryx holding Baltimore Shares carrying more than 50 per cent. of the voting rights normally exercisable at general meetings of Baltimore; and â€¢ the admission of the Oryx C Shares to listing on the Official List becoming effective in accordance with the Listing Rules and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards. The Offer is subject to the conditions and further terms set out in Appendix I to this announcement. 3. The Oryx C Shares The consideration payable under the Offer to Baltimore Shareholders will be in the form of a new class of shares, Oryx C Shares, at an issue price of 100 pence per share. An issue of Oryx C Shares is designed to ensure that the assets currently under the management of Baltimore will be accounted for and managed as a distinct pool of assets until the Conversion Date. The investment objective relating to this C pool will be to manage the assets in that pool so as to achieve value and liquidity in an orderly manner and invest in a portfolio consistent with the existing investment objective and policy of Oryx. By accounting for the pool of assets attributable to the Oryx C Shares separately, Existing Oryx Shareholders will not participate in a portfolio containing a substantial amount of uninvested cash before the Conversion Date. All costs and expenses incurred by Oryx in connection with the Acquisition will also be charged to the C pool provided that the Offer becomes or is declared unconditional in all respects. The calculation time will fall within 10 business days of at least 80 per cent. (or such greater amount as the Directors and the Investment Manager may agree) of the C pool assets being invested in accordance with Oryx's investment objective and policy or, if earlier, 31 December 2007. The basis upon which the Oryx C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which holders of Oryx C Shares will become entitled will reflect the relative Net Asset Value attributable to the Oryx C Shares as compared to the Net Asset Value attributable to the Ordinary Shares in issue at that time. As a result, the Net Asset Value attributable to the Ordinary Shares then in issue is not expected to be adversely affected by Conversion and no dilution to Existing Oryx Shareholders is expected to result. Prior to Conversion, the Oryx C Shares will carry the right to any dividends declared only in respect of the assets attributable to the Oryx C Shares. For the purposes of attending and voting at general meetings of the Company, the Oryx C Shares and the Existing Oryx Shares will be treated as if they are a single class. Oryx C Shareholders will be entitled to participate in a winding-up of the Company or upon a return of capital to the extent of the net assets held in the C pool of assets referred to above. The new Ordinary Shares arising on Conversion will rank pari passu with the Ordinary Shares then in issue. As at the date of this announcement, Baltimore is currently interested in 21,595,200 Baltimore Shares, either held by a subsidiary of Baltimore or through a contract for difference. Following completion of the Offer and based on the Offer Illustration, Oryx would be interested in approximately 4,276,277 Oryx C Shares held as aforesaid and it is Oryx's intention to buy back these shares for cancellation as soon as reasonably practicable. Full details of the Oryx C Shares and Conversion will be set out in the Prospectus to be sent to Baltimore Shareholders and Existing Oryx Shareholders in due course. 4. Oryx's interest in Baltimore Shares Oryx currently owns a total of 702,643 Baltimore Shares, representing approximately 0.4 per cent. of Baltimore's issued share capital (approximately 0.5 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). Oryx has also received irrevocable undertakings to accept (or use all reasonable endeavours to procure the acceptance of) the Offer from certain institutional and other Baltimore Shareholders in respect of, in aggregate, 39,046,614 Baltimore Shares representing approximately 25.0 per cent. of Baltimore's issued share capital (approximately 29.0 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). These irrevocable undertakings are binding even in the event of a higher competing offer but will cease to be binding if the Offer is not made within 28 days from the date of this announcement or if it is made by that date but subsequently lapses or is withdrawn. In addition to the irrevocable undertakings, Oryx has also received non-binding letters of intent to accept the Offer from certain institutional Baltimore Shareholders in respect of, in aggregate, a further 33,663,262 Baltimore Shares representing approximately 21.6 per cent. of Baltimore's issued share capital (approximately 25.0 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested). In aggregate, therefore, Oryx owns and has received irrevocable undertakings and non-binding letters of intent to accept the Offer in respect of 73,412,519 Baltimore Shares, representing approximately 47.0 per cent. of Baltimore's issued share capital and approximately 54.5 per cent. of Baltimore's issued share capital excluding the Baltimore Shares in which Baltimore is interested. Further details of the irrevocable undertakings and non-binding letters of intent are set out in Appendix IV of this announcement. 5. Background to and reasons for the Offer Oryx has a strong track record over a long period of increasing NAV per Oryx Share, principally as a result of the activist approach taken to many of the investments under management. The Board of Oryx has also been mindful of Oryx's share price relative to its NAV per Oryx Share and has implemented an active policy of buying back shares when, in the opinion of the Board, it has been beneficial to do so. As a result, Oryx's Closing Price of 286 pence on 26 June 2006 (being the last practicable date prior to the publication of this announcement) compares to the most recently announced unaudited Net Asset Value per Oryx Share of 290 pence as at 31 May 2006. In the light of this performance, the Board of Oryx has been seeking opportunities where these strengths can be used to enhance shareholder value further through the expansion of the Company. Following the admission of Baltimore to AIM and the subsequent fall in its share price, with the result that Baltimore is now trading at a discount of approximately 28.6 per cent. to its most recently announced unaudited NAV per Baltimore Share, Oryx identified Baltimore as a possible merger opportunity. The Board of Oryx developed proposals for a merger of the two companies such that Baltimore Shareholders would benefit from the experience of Oryx's activist approach and both Oryx and Baltimore Shareholders would benefit from being part of a much larger investment company with an expected lower overall percentage of costs relative to funds under management. In the light of Baltimore's poor share price performance following its admission to AIM and what the Directors of Oryx perceive to be the lack of a track record in activist investing on the part of Baltimore's current management team, Oryx approached a number of Baltimore's principal shareholders to assess their support for Oryx's proposals. The positive response to these approaches has encouraged the Board of Oryx to announce the Offer and has also resulted in irrevocable undertakings and non-binding letters of intent being received, as referred to above in paragraph 4 of this announcement. 6. Information on Baltimore Baltimore was incorporated on 6 September 1991 under the name Zedserve Limited. Historically, Baltimore's principal operations were concentrated in the software development and IT sectors. On 27 July 1998, Baltimore's Shares were admitted to the Official List of the London Stock Exchange. Following a controlled disposal programme, Baltimore disposed of all of its trading activities by the end of 2003 and on 14 February 2005 cancelled its listing and ADS programme. On 27 February 2006, Baltimore completed the acquisitions of Acquisitor (Net Assets Â£16.1 million) and NYH (Net Assets US$2.2 million) and was admitted to AIM as an investment company. Baltimore announced on 24 March 2006, that on completion of the acquisitions and admission to AIM, Baltimore had unaudited net assets of Â£29 million which, based on 156,202,888 Baltimore Shares in issue (excluding 21,595,200 Baltimore Shares which Baltimore is interested in, either held by a subsidiary of Baltimore or through a contract for difference) equated to an unaudited NAV per Baltimore Share of 21 pence. Following the acquisitions and the admission to AIM, Baltimore's stated principal strategy is to engage in investment activity and to expand operations within the financial services sector. Baltimore has stated that transactions will relate primarily to UK, Europe and US publicly quoted and private companies which are established companies rather than early stage or start-up situations, with the objective to achieve capital growth by acquiring holdings in private or publicly quoted companies which the directors of Baltimore deem to be undervalued. However, since completion of the acquisitions and Baltimore's admission to AIM, it has traded at a discount to its NAV per Baltimore Share, with the Closing Price of 15.0 pence per Baltimore Share as at the 26 June 2006 (being the last practicable date prior to publication of this announcement) representing a discount of approximately 28.6 per cent. to its most recently announced unaudited NAV per Baltimore Share of 21 pence as at admission. The Baltimore Group's four principal investments as at 27 February 2006 were: Market value Holding Activity Â£'000 % CSS Stellar 3,237 29.0% Sports and entertainment management Nettec 3,580 28.0% Cash shell Tinopolis 771 2.1% TV production Bavaria Industries 2,878 6.5% Turnaround group Baltimore announced on 24 March 2006 that as at 27 February 2006, following its admission to AIM and the completion of the acquisitions of Aquisitor and NYH, it had unaudited gross assets of Â£31 million (which included Â£14 million of investments and Â£15 million of cash) and unaudited net assets of Â£29 million. Baltimore also announced on 24 March 2006, that it had sold its entire holding in Articon Integralis for Â£2.5 million on 21 March 2006, which was in line with its market value as at 27 February 2006. Based on the information disclosed above, Baltimore's principal four investments represented approximately 75 per cent. of its investments and approximately 36 per cent. of its unaudited net assets on completion of the acquisitions and its admission to AIM. Following completion of the Acquisition, it is Oryx's intention to liquidate Baltimore's assets in an orderly manner and to invest the assets in a portfolio consistent with the existing investment objective and policy of Oryx as detailed in paragraph 7 of this announcement. As part of this process, Oryx intends to enter into a consultancy agreement with Duncan Soukup, a former director of Baltimore, to assist with the liquidation and realisation of Baltimore's existing investments. 7. Information on Oryx Oryx was established in December 1994 as a closed-ended investment company incorporated in Guernsey as a company limited by shares. The Existing Oryx Shares are currently admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange. The investment objective of Oryx is to seek to generate consistently high absolute returns while seeking to maintain a low level of risk for Oryx Shareholders. The investment objective is pursued principally through investment in small and mid-size quoted and unquoted companies in the United Kingdom and United States where the target companies have fundamentally strong business models but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Since its admission to the Official List in March 1995 to 31 May 2006, Oryx has achieved a strong investment performance, having significantly grown its unaudited Fully Diluted NAV per Oryx Share by 202.1 per cent., which compares to a total return for the FTSE All Share Index of 178.5 per cent. over the same period. Oryx's Closing Price of 286 pence on 26 June 2006 (being the last practicable date prior to the publication of this announcement) is at a discount of only 1.4 per cent. to the most recently announced unaudited Net Asset Value per Oryx Share of 290 pence as at 31 May 2006. The Board of Oryx monitors the discount on a regular basis. Oryx has been granted authority to make market purchases of up to 14.99 per cent. of its Ordinary Shares and the Board of Oryx intends to continue to utilise this authority with a view to maintaining the discount at low levels. 8. Oryx Extraordinary General Meeting The Acquisition will be a Class 1 transaction for Oryx under the Listing Rules and will therefore be conditional, inter alia, on approval by Existing Oryx Shareholders of the Resolutions at the Extraordinary General Meeting. Accordingly, the Oryx Shareholder Circular, including a notice convening the Oryx EGM and setting out the Resolutions, will be posted to Existing Oryx Shareholders as soon as practicable. 9. Settlement, listing and dealings of the Oryx C Shares Application will be made to the UKLA and the London Stock Exchange for the Oryx C Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that admission of the Oryx C Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities will become effective, and that dealings for normal settlement in the Oryx C Shares will commence, on the Business Day immediately following the Offer becoming or being declared unconditional in all respects (save as regards Admission). The new Ordinary Shares arising on Conversion will rank pari passu with the Ordinary Shares then in issue. The Existing Oryx Shares are already listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. The Company will make arrangements so that all of the Oryx C Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. Similar arrangements will also be made in respect of the Existing Oryx Shares. 10. Compulsory acquisition, de-listing and re-registration If the Offer becomes or is declared unconditional in all respects, it is Oryx's intention, assuming it becomes so entitled, to acquire compulsorily any outstanding Baltimore Shares pursuant to the provisions of sections 428 to 430F (inclusive) of the Act. As soon as it is appropriate to do so, and subject to the Offer becoming or being declared unconditional in all respects and sufficient acceptances being received, Oryx intends to procure that Baltimore will apply to the London Stock Exchange for the cancellation of the admission of the Baltimore Shares to trading on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after Oryx has received sufficient acceptances from Baltimore Shareholders to take its shareholding to over 75 per cent. It is also proposed that resolutions will be proposed to re-register Baltimore as a private company. Cancelling the admission of the Baltimore Shares to trading on AIM is likely to reduce significantly the liquidity and marketability of any Baltimore Shares in respect of which the Offer has not been accepted. 11. General Except as summarised in paragraph 4 above, neither Oryx nor, so far as the Directors of Oryx are aware, any person acting in concert with it, has any interest in or right to subscribe for Baltimore Shares or has any short position (including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery) in Baltimore Shares or has borrowed or lent any Baltimore Shares (save for any borrowed shares which have either been on-lent or sold). Your attention is drawn to the further information contained in the Appendices which form part of this announcement. The full text of the conditions of the Offer set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement. Appendix II to this announcement provides details on the calculation of the Formula Asset Value. Appendix III to this announcement provides details of additional information regarding the Offer, including the basis of calculations and sources of certain information included in this announcement. Appendix IV to this announcement contains details of the irrevocable undertakings and non-binding letters of intent received in relation to the Offer from certain institutional and other Baltimore Shareholders. Appendix V to this announcement contains definitions of the terms used in this announcement. The Offer will be subject to the applicable requirements of the City Code. The Offer Documentation setting out in full the terms and conditions of the Offer are expected to be posted to Baltimore Shareholders not later than 28 days after the date of this announcement unless otherwise agreed with the Panel. This announcement does not constitute, or form part of, any offer for or of, or any solicitation of an offer for or of, securities in any jurisdiction. Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer Document and the Form of Acceptance. Enquires: Oryx International Growth Fund Limited 020 7747 5678 Christopher Mills Arbuthnot Securities Limited 020 7012 2000 Alastair Moreton Certain definitions are used throughout this announcement and your attention is drawn to Appendix V at the end of this announcement where these definitions are set out in full. The contents of this announcement, which has been issued by and is the sole responsibility of Oryx, has been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 by Arbuthnot Securities Limited of Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR. Arbuthnot Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Oryx and no one else in connection with the Offer and will not be responsible to any other person for providing the protections afforded to clients of Arbuthnot Securities or for providing advice in relation to the Offer, Admission or the contents of this announcement. This announcement does not constitute, or form part of, any offer or invitation to sell or purchase any securities or solicitation of an offer to buy any securities pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Documentation, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility, directly or indirectly from or within the United States or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Documentation is being, and must not be, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Baltimore Shareholders or other persons, (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement and/or part/all of the Offer Documentation to any jurisdiction outside the United Kingdom, should refrain from doing so and seek appropriate professional advice before taking any action. The Offer is not an offer of securities for sale in the United States or in any jurisdiction in which such an offer is unlawful. The Oryx C Shares to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state of the United States and may not be offered or sold in the United States, absent registration or an applicable exemption from registration. No public offering of the securities will be made in the United States. This announcement and the Offer Documentation are not being made available to Baltimore Shareholders with registered addresses in the United States or any Restricted Jurisdiction and may not be treated as an invitation to subscribe for any Oryx C Shares by any person resident or located in such jurisdictions or any other Restricted Jurisdiction. Any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this announcement and/or any part of the Offer Documentation to the United States or any Restricted Jurisdiction should seek appropriate advice before taking any action. The Oryx C Shares have not been, and will not be, registered under the applicable securities laws of any Restricted Jurisdiction. Accordingly, the Oryx C Shares may not be offered, sold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction. This announcement contains a number of forward-looking statements relating to Oryx and Baltimore with respect to, among others, the following: financial conditions; results of operation; the businesses of Oryx and Baltimore; future benefits of the transaction; and management plans and objectives. Oryx considers any statements that are not historical facts as 'forward-looking statements'. They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the combination of the businesses of Oryx and Baltimore, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or not realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Oryx and Baltimore do business are less favourable than expected, and/or conditions in the securities market are less favourable than expected. Except as required by the FSA, the London Stock Exchange or applicable law, Oryx expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in Oryx's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'City Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Oryx or Baltimore, all 'dealings' in any 'relevant securities' of that company (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. (London time) 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 Oryx or of Baltimore, 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 Oryx or Baltimore by Oryx or of Baltimore, or by any of its 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 reference 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. APPENDIX I CONDITIONS OF THE OFFER The Offer will be subject to the following conditions: (i) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Oryx may, subject to the rules of the City Code, decide) in respect of such number of Baltimore Shares which, when aggregated with the Baltimore Shares already held by Oryx and/or acquired by Oryx during the Offer Period, will result in Oryx holding Baltimore Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Baltimore, including for this purpose (to the extent ,if any , required by the Panel) any voting rights attaching to any shares which are 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 this purpose shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue; (ii) the passing at the Extraordinary General Meeting of Oryx (or at any adjournment thereof) of all necessary resolutions to approve or, in the opinion of Oryx, desirable to approve, implement and effect the Offer and the acquisition by Oryx of Baltimore and of any Baltimore Shares, including a resolution or resolutions to increase the share capital of Oryx and to authorise the creation of the Oryx C Shares; (iii) the admission of the Oryx C Shares (i) to listing on the Official List of the UK Listing Authority becoming effective in accordance with the Listing Rules of the UK Listing Authority and (ii) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards made by the London Stock Exchange from time to time, or (if Oryx so determines and subject to the consent of the Panel) the UK Listing Authority and the London Stock Exchange agreeing to admit such shares to listing and trading respectively subject to allotment of such shares; (iv) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a 'Relevant Authority') having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might: (a) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any Baltimore Shares by Oryx or any matters arising therefrom; (b) result in a delay in the ability of Oryx, or render Oryx unable, to acquire some or all of the Baltimore Shares; (c) require, prevent, delay or affect the divestiture by Oryx or any member of the Baltimore Group of all or any portion of their respective businesses, assets or property or of any Baltimore Shares or other securities in Baltimore or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof; (d) impose any limitation on the ability of Oryx to acquire or hold or exercise effectively, directly or indirectly, all rights of ownership over all or any of the Baltimore Shares (whether acquired pursuant to the Offer or otherwise); (e) make the Offer or its implementation or the proposed acquisition of Baltimore or of any Baltimore Shares or any other shares or securities in, or control of, any member of the Baltimore Group, illegal, void or unenforceable in or under the laws of any jurisdiction; (f) otherwise adversely affect any or all of the businesses, assets, prospects or profits of Oryx or any member of the Baltimore Group or the exercise of rights of ownership over shares in any member of the Baltimore Group; and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated; (v) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by Oryx for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Baltimore by Oryx or the carrying on of the business of Baltimore or Oryx, the issue of the Oryx C Shares or any matters arising therefrom being obtained in terms satisfactory to Oryx from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom Baltimore or Oryx has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Baltimore by Oryx or of any Baltimore Shares or any matters arising therefrom having been complied with; (vi) appropriate assurances being received, in terms satisfactory to Oryx, from the relevant authorities or any party with whom Baltimore has any contractual or other relationship that the interests held by Baltimore under licences, leases, consents, permits and other rights will not be adversely amended or otherwise affected by the Offer or the proposed acquisition of Baltimore or any matters arising therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or amend any of the same; (vii) there being no provision of any agreement, instrument, permit, licence or other arrangement to which Baltimore is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Offer or the acquisition of Baltimore or because of a change in the control or management of Baltimore or any matters arising therefrom or otherwise, could or might have the result that: (a) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of Baltimore or any such security (whenever arising) becomes enforceable; (b) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of Baltimore therein, is terminated or adversely modified or affected or any action is taken or onerous obligation arises thereunder; (c) the value of Baltimore or its financial or trading position is prejudiced or adversely affected; (d) any material asset or, other than in the ordinary course of business, any asset of Baltimore being or falling to be charged or disposed of; or (e) the rights, liabilities, obligations or interests or business of Baltimore in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected; (viii) since 31 December 2005 (being the date to which the last annual report of Baltimore was made up) and save as announced publicly and in each case delivered to a Regulatory Information Service prior to the date of this announcement, no member of the Baltimore having (save as between companies which are parent and wholly-owned subsidiary, or vice versa): (a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class (save, in the case of Baltimore itself, pursuant to options granted under any of Baltimore's share option schemes prior to the date of this announcement) or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution; (c) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital; (d) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability; (e) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so; (f) entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business or announced any intention to do so; (g) entered into, or varied the terms of, any contract or agreement with any of its directors; (h) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; (i) waived or compromised any claim other than in the ordinary course of business; (j) made any amendment to its memorandum or articles of association or other incorporation documents; (k) entered into any contract, transaction or arrangement which is or may be restrictive on the business of any member of the Baltimore Group; (l) entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (viii); and (m) been unable or admitted 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 carrying on all or a substantial part of its business; (ix) since 31 December 2005 (being the date to which the last annual report of Baltimore was made up) and save as announced publicly and in each case delivered to a Regulatory Information Service prior to the date of this announcement: (a) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Baltimore Group or to which any member of the Baltimore Group is or may become a party (whether as plaintiff, defendant or otherwise); (b) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Baltimore Group; and (c) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; and (x) Oryx not having discovered that: (a) any business, financial or other information concerning Baltimore publicly disclosed at any time by Baltimore, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading; or (b) Baltimore is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Baltimore for the financial year ended 31 March 2004. Oryx reserves the right to waive all or any of conditions (iv) to (x) (inclusive) above, in whole or in part. Conditions (ii) to (x) above must be fulfilled or waived (where possible) within 21 days after the later of the first closing date of the Offer and the date on which condition (i) is fulfilled (or in each case such later date as the Panel may agree) provided that Oryx shall be under no obligation to waive or treat as satisfied any of conditions (iv) to (x) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. If Oryx is required by the Panel to make an offer for Baltimore Shares under the provisions of Rule 9 of the Code, Oryx may make such alterations to the conditions as are necessary to comply with the provisions of that Rule. APPENDIX II CALCULATION OF THE FORMULA ASSET VALUE The FAV per Baltimore Share shall be calculated as at the close of business on the Unconditional Date and shall be the amount in pence which is the result of the following formula, rounded to four decimal places (with 0.00005 pence being rounded upwards): FAV per Baltimore Share = (A - B)/C where 'A' is the aggregate of: (i) the value of those investments of Baltimore which are listed, traded, quoted or dealt in on a recognised stock exchange or on AIM, a market of the London Stock Exchange, calculated by reference to the bid quotations or prices or the last trade prices for those investments as at the close of business on the Unconditional Date as derived from the relevant exchange's recognised method of publication of prices for such investments (but, for the avoidance of doubt, excluding the value of any Baltimore Shares held by any member of the Baltimore Group or in which any member of the Baltimore Group is interested by virtue of any contract for difference); (ii) the value of those investments of Baltimore which are dealt in or traded on any publicly-available exchange or market (including any 'over the counter' market but excluding any exchange or market referred to in sub-paragraph (i) above), calculated by reference to the average of the daily average of the prices marked for such investments on each of the five business days up to and including the Unconditional Date on which there were dealings or trading in such investments as derived from the relevant market's recognised method of publication of prices for such investments; (iii) the value of those investments of Baltimore which are units in unit trusts or shares in open-ended investment companies, calculated by reference to the prices or, in the case of units or shares in respect of which cancellation and bid prices are quoted, the lower of the cancellation and bid prices quoted as at the close of business on the Unconditional Date by the manager of the relevant unit trust or open-ended investment company for holdings of the size held by Baltimore (and, for the avoidance of doubt, any such investments which are listed, traded, quoted or dealt in on a recognised stock exchange shall be valued under this sub-paragraph (iii) and not under sub-paragraph (i) above); (iv) the value of those traded options and futures contracts to which Baltimore is a party as at the close of business on the Unconditional Date which are traded on a stock, commodities, financial futures or other securities exchange, calculated by reference to the official middle-market closing prices on the Unconditional Date as derived from the relevant exchange's recognised method of publication of prices for such traded options and futures contracts; (v) the value of all other investments of Baltimore, calculated as being their fair realisable values as at the close of business on the Unconditional Date as determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert); (vi) the aggregate of the amount of all paid professional, advisory, legal and other fees and other advertising costs and expenses incurred by Baltimore in connection with the Offer, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief; (vii) the amount as at the close of business on the Unconditional Date of any sums due from debtors (including, for this purpose, any dividends or distributions receivable on investments quoted ex-dividend or ex-distribution on the Unconditional Date and any interest accrued on any debt securities as at the Unconditional Date and any recoverable tax credit in relation thereto, but excluding any dividend, distribution or interest not yet received which has been taken into account in the value of any of the investments referred to in sub-paragraphs (i) to (v) (inclusive) above or is unlikely to be received), cash and deposits with or balances at banks, bills receivable and any money market instruments of Baltimore (together with any accrued interest at that date less an accrual for any associated tax) and the fair realisable value of any other tangible assets of Baltimore not otherwise accounted for in subparagraphs (i) to (v) (inclusive) above, less any provision for diminution of value which may be appropriate in respect of any of sub-paragraphs (i) to (v) (inclusive) above (including provisions for bad or doubtful debts), in each case as determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert); and (viii) the aggregate amount that would be receivable by Baltimore on the exercise of all options to subscribe for Baltimore Shares in respect of which the exercise price is less than the bid price for a Baltimore Share as at the close of business on the Unconditional Date as determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert). 'B' is the aggregate of: (i) the principal amounts as at the close of business on the Unconditional Date of any outstanding borrowings of Baltimore plus any accrued but unpaid interest, commitment fees and other charges up to and including that date and the higher of any premiums or penalties payable on either early or final repayment; (ii) the cost of closing as at the close of business on the Unconditional Date any open foreign exchange or other forward purchase or sale contract to which Baltimore is a party on that date (save to the extent already taken into account in calculating A above); (iii) the costs of termination as at the close of business on the Unconditional Date of any management advisory and administrative arrangements in force on that date, including, but not limited to, any compensation or other payments to be made to any investment manager, investment adviser, administrator, secretary, director or employee of Baltimore, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief; (iv) the cost of terminating as at the close of business on the Unconditional Date any other contracts or arrangements whatsoever in force on that date to which Baltimore is a party, but excluding, for the purpose of this sub-paragraph (iv), any investment management, advisory and administration arrangements in force at the close of business on the Unconditional Date; (v) the costs of any dividend or other distribution of Baltimore declared or announced on or before the Unconditional Date, so far as not previously paid; (vi) the aggregate of the amount referred to in sub-paragraph (vi) above in the calculation of A and the amount of any accrued but unpaid professional, advisory, legal and other fees and advertising and other costs and expenses whatsoever incurred by Baltimore (whether in connection with the Offer or otherwise), including all such fees, costs and expenses relating to or in connection with the determination of the Formula Asset Values (including any charges made by any independent expert appointed in connection with determining the Formula Asset Values), such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief; (vii) the amount of all stamp duty or stamp duty reserve tax as may be payable by Oryx in respect of the transfer of the Baltimore Shares pursuant to the Offer (assuming full acceptance of the Offer), as estimated by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert); (viii) the amount of any professional, advisory, legal and other fees and advertising and other costs and expenses whatsoever incurred by Oryx in connection with the Offer, whether paid or unpaid at the close of business on the Unconditional Date including all such fees, costs and expenses relating to or in connection with the determination of the Formula Asset Value (including any charges made by any independent expert appointed in connection with determining the Formula Asset Value) but excluding for the purpose of this sub-paragraph (viii) all stamp duty and stamp duty reserve tax already provided for in accordance with sub-paragraph (vii) above, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief; (ix) an amount which fully reflects all other liabilities and obligations of Baltimore whatsoever, including a fair provision for any contingent liabilities (including any additional liabilities to taxation, whether or not deferred, and any liabilities arising on liquidation) or losses (including disputed claims), as at the close of business on the Unconditional Date determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert); and 'C' is the aggregate of: (i) the number of Baltimore Shares in issue as at the close of business on the Unconditional Date excluding any Baltimore Shares which are held by any member of the Baltimore Group or in which any member of the Baltimore Group is interested by virtue of any contract for difference; and (ii) the number of additional Baltimore Shares that would be issued on the exercise of all of the options to subscribe for Baltimore Shares in respect of which the exercise price is less than the bid price for a Baltimore Share as at the close of business on the Unconditional Date as determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert). Notes: 1. For the purpose of the above calculations, the value of any investments, other assets or liabilities denominated or valued in currencies other than sterling shall be converted into sterling at the closing mid-point spot rate of exchange between sterling and such other currencies in London as at the close of business on the Unconditional Date as published in the Financial Times or, failing which, as certified by Oryx's auditors (acting as an expert and not as an arbitrator). 2. In the case of sub-paragraphs (i), (ii) and (iv) in the calculation of A above, if there has been any general suspension of trading on the relevant stock, commodities, financial futures or other securities exchange or market, or if it was closed for business on the Unconditional Date, the value of the relevant investments, traded options or futures contracts shall be taken as at the close of business on the immediately preceding date on which there was trading on such exchange or market, provided that such date is not more than seven days prior to the Unconditional Date and save that if there has been a material adverse change in the financial position of any such underlying investment, traded option or futures contract since the date by reference to which its value is calculated but prior to the close of business on the Unconditional Date, a fair provision (as determined by agreement between Arbuthnot Securities and Baltimore's financial adviser (or failing such agreement within seven days after the Unconditional Date, as determined by an independent expert)) shall be made to take account of such adverse change in the value of the relevant investment, traded option or futures contract. 3. Subject to note 2 above, in the case of sub-paragraphs (i) to (iv) (inclusive) in the calculation of A above: (i) where any such investment; traded option or futures contract is subject to restrictions on transfer or a suspension of dealings or if no such published or quoted prices are available in respect of any such investment, traded option or futures contract, in each case as at the close of business on the Unconditional Date, the value of such investment, traded option or futures contract will be calculated as at the close of business on the Unconditional Date in accordance with sub-paragraph (v) in the calculation of A above; and (ii) where any such investment, traded option or futures contract is, at the close of business on the Unconditional Date, subject to any right of any person to acquire the same or any obligation on Baltimore to dispose of the same, whether as a result of the Offer being made or becoming or being declared unconditional or otherwise, at a price more or less than would otherwise be determined in accordance with sub-paragraphs A (i) to (iv) (inclusive) in the calculation of A above, such investment, traded option or futures contract shall be valued at such greater or lesser price unless such right or obligation is unconditionally and irrevocably waived or lapses prior to the calculation of the FAV per share of Baltimore otherwise being agreed or determined. 4. Subject to note 5 below, with regard to sub-paragraphs (v) and (vii) in the calculation of A above, Arbuthnot Securities and Baltimore's financial adviser and, if appointed, any independent expert shall have regard, inter alia, to the following when determining the value of any investment or other asset (which shall be calculated on the basis of a notional sale by a willing seller to a willing buyer, without regard to any additional value that might be attributed to such investment or other asset by any special category of potential purchaser): (i) the existence or exercise of any pre-emption rights or obligations in respect of such investment or other asset or any other restrictions on the transfer or disposal of the same which may exist or which may arise as a consequence of the proposed acquisition by Oryx of Baltimore or any Baltimore Shares or of the transfer of such investment or other asset to any party or of the winding up of Baltimore; (ii) the terms and volumes of any recent dealings in, and marketability of, such investment or other asset; and (iii) the amount of any bona fide offer to acquire such investment or other asset which may be made by any person and brought to the attention of Arbuthnot Securities and Baltimore's financial adviser or, if appointed, any independent expert. 5. With regard to sub-paragraphs (v) and (vii) in the calculation of A above, Arbuthnot Securities and Baltimore's financial adviser and, if appointed, any independent expert shall, except in the case of debtors and tangible assets, be bound by the actual amount of cash items and, in the case of debtors and tangible assets, shall adopt the accounting policies used by Baltimore in its latest audited financial statements. 6. If any liability referred to in sub-paragraphs (i) to (ix) (inclusive) in the calculation of B above has not been determined by the date on which the calculations and adjustments otherwise necessary to determine the FAV per share of Baltimore have been made, there shall be included in 'B' such amount in respect of any such liability as shall be considered to be an appropriate estimate by agreement between Arbuthnot Securities and Baltimore's financial adviser (or, failing such agreement within seven days after the Unconditional Date, as determined by an independent expert). 7. In agreeing any fair realisable value (in the case of sub-paragraph (v) or (vii) in the calculation of A above) or estimating or determining the amount of any liabilities, obligations or losses (in the case of sub-paragraph (ix) in the calculation of B above), or in making any determination under sub paragraph (viii) in the calculation of A, sub paragraph (ii) in the calculation of C or under notes 2 and 6 above, Arbuthnot Securities and Baltimore's financial adviser shall act as experts and not as arbitrators and any such determination shall be final and binding on all persons and neither of them shall be under any liability to any person by reason thereof or by reason of anything done or omitted to be done by them for the purposes thereof or in connection therewith. 8. The independent expert referred to in this Appendix II shall be a member of the London Investment Banking Association (not connected with any of the parties providing advice to Baltimore or Oryx in connection with the Offer) selected by Arbuthnot Securities and Baltimore's financial adviser or, in default of such selection within 14 days after the Unconditional Date, by the chairman for the time being of the London Investment Banking Association on the application of either Arbuthnot Securities or Baltimore's financial adviser. Such member shall act as an expert and not as an arbitrator and his determination shall (subject to any agreement to the contrary between Oryx and Baltimore) be final and binding on all persons and such member shall not be under any liability to any person by reason of his appointment or by anything done or omitted to be done by him for the purposes of such appointment or in connection therewith. 9. The Baltimore Directors shall be invited to prepare the calculation of the FAV per Baltimore Share for review by Oryx's auditors prior to its submission for approval by Arbuthnot Securities on behalf of Oryx. In the event of a dispute regarding the calculation of the FAV per Baltimore Share, such dispute shall be determined by a chartered accountant selected by agreement between Oryx and Baltimore or, in default of such agreement within 14 days after the Unconditional Date, selected by the President for the time being of the Institute of Chartered Accountants in England and Wales, which chartered accountant shall act as an expert and not as an arbitrator and whose determination shall (subject to any agreement to the contrary between Oryx and Baltimore) be final and binding on all persons, provided that such chartered accountant shall (subject to any agreement to the contrary between Oryx and Baltimore) be bound by any values of investments or other assets or any quantification of liabilities, obligations or losses agreed between Arbuthnot Securities and Baltimore's financial adviser or otherwise agreed between Oryx and Baltimore or determined by a decision of any independent expert referred to in this Appendix II in respect of any investment or other asset valued by him or any liability, obligation or loss quantified by him. In the absence of any such dispute, such calculation approved by, or on behalf of, Oryx or Baltimore, as the case may be, shall be final and binding on all persons. 10. Notwithstanding note 9 above, if the calculation of the FAV per Baltimore Share has not been so prepared and delivered to Arbuthnot Securities or Baltimore's financial adviser for their approval by the date seven days after the Unconditional Date or (whether or not such delivery has been so made) a final determination of the FAV per Baltimore Share has not been made by the date 14 days after the Unconditional Date, then, pending such final determination, a provisional calculation of the FAV per Baltimore Share shall be prepared by Oryx and Arbuthnot Securities on the basis of such information as is available to them (and after making such assumptions as they consider appropriate) and shall be arithmetically checked by Oryx's auditors. In that event, an initial consideration, equal to 85 per cent of the C Shares were the provisional calculation referred to above correct, rounded down to the nearest whole C Share shall be issued to the persons entitled thereto on the prescribed settlement date in respect of the Offer and any balance shall be issued within seven days after the final determination referred to above has been approved or determined in accordance with note 9 above and such approval or determination has been notified to Oryx (but not earlier than the prescribed settlement date). 11. Notwithstanding any of the above provisions, in the event that the valuation of any investment or other asset of Baltimore in accordance with any of such provisions, or the amount of any deduction made in accordance with sub-paragraphs (i) to (ix) (inclusive) in the calculation of B above, is, in the opinion of Arbuthnot Securities and Baltimore's financial adviser, incorrect or unfair they may, if they so agree after consultation with the auditors of Oryx and Baltimore, adopt an alternative method of valuation or deduction, as the case may be. APPENDIX III SOURCES AND BASES OF INFORMATION 1. Information on Oryx's unaudited Fully Diluted Net Asset Value per Oryx Share of 96 pence as at its admission to the Official List in March 1995 is sourced from Oryx's report and accounts for the period ended 31 March 1996. 2. Information on Oryx's unaudited Net Asset Value per Oryx Share of 290 pence as at 31 May 2006 is sourced from Oryx's unaudited monthly NAV per Oryx Share announcement, announced on 20 June 2006. 3. The unaudited information relating to: Baltimore's principal investments; gross assets of Â£31 million; net assets of Â£29 million; and the NAV per Baltimore Share of 21 pence as at 27 February 2006, is extracted from Baltimore's preliminary results announcement for the year ended 31 December 2005, announced on 24 March 2006. 4. The information relating to the total return of the FTSE All Share Index in this announcement has been sourced from Thomson Financial Datastream. 5. Unless otherwise stated, all prices quoted for Oryx Shares and Baltimore Shares are closing mid-market prices and sourced from Thomson Financial Datastream. 6. References to the valuation and statements relating to or involving the entire issued and to be issued share capital of Oryx or Baltimore are as at 26 June 2006 (the last practicable date prior to this announcement) and are based on: (i) the issued share capital of Baltimore being 156,202,888 ordinary shares of 1.25 pence each; the number of ordinary shares in which Baltimore is interested (either held by a subsidiary or through any contract for difference) being 21,595,200 ordinary shares of 1.25 pence each; and the number of ordinary shares resulting from the full exercise of options granted under the Baltimore Share Schemes (except for the options granted under the Baltimore plc 2002 Share Award Plan and the Baltimore plc 2005 Share Option Scheme where the options have been granted by the trustees of the Baltimore Employee Benefit Trust) being 11,250,000 ordinary shares of 1.25 pence each (derived from Baltimore's admission document issued on 18 January 2006); and (ii) the issued share capital of Oryx being 10,666,086 ordinary shares of 50 pence each. 7. All other information contained in this announcement relating to Baltimore, has been taken from publicly available sources which have been delivered to a Regulatory Information Service by Baltimore prior to 26 June 2006, including the Baltimore admission document issued on 18 January 2006 and annual report and accounts for Baltimore for the year ended 31 December 2005. APPENDIX IV IRREVOCABLE UNDERTAKINGS AND NON-BINDING LETTERS OF INTENT RULE 8 DISCLOSURE Name of Baltimore Shareholder Number of Baltimore Shares Irrevocable undertakings Talisman Special Purpose Fund 8,859,375 Axia Investments S.A. 7,640,720 North Atlantic Value LLP 3,973,357 SVM Asset Management Limited 3,960,967 Duncan Soukup 14,612,195 Non-binding letters of intent SVM Asset Management Limited 19,181,137 New Star Asset Management Limited 5,670,000 Framlington Investment Management Limited 4,725,000 RathboneUnit Trust Management Limited 4,087,125 APPENDIX V DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: 'Acquisition' the proposed acquisition by Oryx of Baltimore under the terms of the Offer 'Acquisitor' Acquisitor Holdings Limited 'Act' the Companies Act 1985, as amended 'Admission' the admission of the Oryx C Shares to be issued in connection with the Offer to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards 'Admission and the requirements contained in the publication 'Admission and Disclosure Disclosure Standards' containing, amongst other things, the Standards' admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities 'AIM' the market of that name regulated by the London Stock Exchange 'Arbuthnot Arbuthnot Securities Limited whose office is at Arbuthnot Securities' House, 20 Ropemaker Street, London EC2Y 9AR 'Baltimore' Baltimore plc 'Baltimore Baltimore and its subsidiary undertakings Group' 'Baltimore holders of Baltimore Shares Shareholders' 'Baltimore Share the Baltimore plc 2002 Share Award Plan, the Baltimore plc 2005 Schemes' Share Option Scheme and the Baltimore share options granted by way of stand alone option agreements on 17 January 2006 'Baltimore the existing unconditionally allotted or issued and fully paid Shares' ordinary shares of 1.25 pence each in the capital of Baltimore and any further ordinary shares which are unconditionally allotted or issued fully paid or credited as fully paid on or prior to the date on which the Offer closes (or such earlier date as Oryx may, subject to the Code or with the consent of the Panel, decide) 'Business Day' a day on which the London Stock Exchange is open for transaction of business 'City Code' or the City Code on Takeovers and Mergers 'Code' 'Closing Price' the middle-market quotation of a share at the close of business on a particular trading day 'Conversion' conversion of the Oryx C Shares into Oryx Shares and Deferred Shares 'Conversion the date on which Conversion takes place Date' 'CREST' the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by CRESTCo in accordance with the CREST Regulations 'CRESTCo' CRESTCo Limited, the operator of CREST 'CREST the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/ Regulations' 3755), as amended 'Deferred deferred shares of 10 pence each in the capital of the Company Shares' arising on Conversion 'Existing Oryx holders of Oryx Shares Shareholders' 'Existing Oryx the Oryx Shares currently in issue Shares' 'FAV per the formula asset value, attributable to each Baltimore Share Baltimore Share' in issue at the close of business on the Unconditional Date on or 'Formula a fully diluted basis calculated in accordance with the formula Asset Value' set out in Appendix II of this announcement 'Form of the form of acceptance and authority relating to the Offer Acceptance' which will accompany the Offer Document 'FSA' the UK Financial Services Authority 'FSMA' the Financial Services and Markets Act 2000, as amended 'Fully Diluted the NAV per Oryx Share adjusted (where appropriate) to take NAV per Oryx account of the dilution (if any), which would have arisen from Share' the exercise of all the Oryx Convertible Loan Stock and Oryx Warrants outstanding at the relevant time but excluding the Management Options 'Initial the initial listing of the Oryx Shares on the Official List on Listing' 1 March 1995 'Investment North Atlantic Value Manager' 'Listing Rules' the listing rules made by the FSA under section 73A of FSMA 'London Stock London Stock Exchange plc Exchange' 'Management options to subscribe for Ordinary Shares granted to JO Hambro & Options' Partners in connection with the Initial Listing 'NAV' or 'Net the aggregate value of the net assets of a company (that is, Asset Value' the value of its assets less the value of its liabilities) calculated in accordance with the company's accounting policies or, where the context requires, the part of that amount attributable to a particular class of shares 'NAV per the aggregate value of the Net Asset Value of Baltimore divided Baltimore by the number of Baltimore Shares in issue at the relevant time Share' or 'Net Asset Value per Baltimore Share' 'NAV per Oryx the aggregate value of the Net Asset Value of Oryx divided by Share' or 'Net the number of Oryx Shares in issue at the relevant time Asset Value per Oryx Share' 'North Atlantic North Atlantic Value LLP Value' 'NYH' New York Holdings Limited 'Offer' the Offer to be made by Arbuthnot Securities on behalf of Oryx to acquire all of the issued and to be issued Baltimore Shares on the terms and subject to the conditions to be set out in Offer Document and including, where the context so permits, any subsequent revision, variation, extension or renewal of such offer 'Offer Document' the offer document to be issued to Baltimore Shareholders detailing the terms and conditions of the Offer 'Offer the Prospectus, Offer Document and Form of Acceptance and any Documentation' other document issued in relation to the Offer 'Offer â€¢ For illustrative purposes only, had the Unconditional Illustration' Date been 26 June 2006 (being the latest practicable date prior to publication of this announcement) Oryx estimates: â€¢ that the FAV per Baltimore Share would have been 19.8 pence (such Formula Asset Value having been calculated by reference to the latest publicly announced unaudited Net Asset Value per Baltimore Share as at 27 February 2006, which was delivered to a Regulatory Information Service by Baltimore on 24 March 2006); â€¢ an accepting Baltimore Shareholder would have been entitled to 1,000 Oryx C Shares for every 5,050 Baltimore Shares held; and â€¢ the Offer would have valued each Baltimore Share at between 17.8 and 19.5 pence, representing a premium of between approximately 18.7 and 30.0 per cent. to the Closing Price of 15.0 pence per Baltimore Share on 26 June 2006 (being the latest practicable date prior to the announcement of the Offer) and all of the Baltimore Shares (assuming full exercise of options granted under the Baltimore Share Schemes, and that new Baltimore Shares are issued on the exercise of those options in all cases, except for the options granted under the Baltimore plc 2002 Share Award Plan and the Baltimore plc 2005 Share Option Scheme where the options have been granted by the trustees of the Baltimore Employee Benefit Trust) but excluding those Baltimore Shares in which any member of the Baltimore Group is interested at between approximately Â£26.0 and Â£28.4 million. 'Offer Period' the period commencing on the date of this announcement until whichever of the following shall be the latest: (i) 3.00 p.m. on the first closing date of the Offer, (ii) the Unconditional Date and (iii) the date on which the Offer lapses 'Official List' the list maintained by the UK Listing Authority pursuant to Part VI of FSMA 'Oryx' or Oryx International Growth Fund Limited 'Company' Oryx Board' or the board of directors from time to time of Oryx (or the 'Board' directors present at a duly convened meeting of such board) or a duly authorised committee of the board 'Oryx C Shares' the Oryx c share to be issued pursuant to the Offer 'Oryx C holders of Oryx C Shares Shareholders' 'Oryx the zero coupon convertible unsecured loan stock 2005 created Convertible Loan by the Company in February 1995 in connection with the Initial Stock' Listing in units of Â£1 principal amount convertible at a rate of 60 pence nominal amount of ordinary share capital for every Â£1 in principal amount of such loan stock 'Oryx Directors' the directors of Oryx at the date of this announcement or 'Directors' 'Oryx EGM' or the extraordinary general meeting of Oryx to approve the 'Extraordinary Resolutions General Meeting' 'Oryx holders of Oryx Shares Shareholders' 'Oryx the circular to be issued to Existing Oryx Shareholders to Shareholder approve, among other matters, the Acquisition and containing Circular' notice convening the Oryx EGM 'Oryx Shares' or the ordinary shares of 50 pence each in the capital of the 'Ordinary Company Shares' 'Oryx Warrants' warrants each carrying the right to subscribe for one Ordinary Share 'Prospectus' the prospectus containing information which is required by the Listing Rules and the Prospectus Rules in connection with the application for the Admission of the Oryx C Shares to b issued to Baltimore Shareholders as consideration pursuant to the Offer 'Prospectus the prospectus rules made by the FSA under section 73A of FSMA Rules' 'Regulatory any of the services set out in Appendix 3 of the Listing Rules Information Service' 'Resolutions' the resolutions to be proposed at the Oryx EGM, and to be set out in the notice convening the Oryx EGM in the Oryx Shareholder Circular 'Restricted Australia, Canada, Japan and the Republic of South Africa and Jurisdictions' any other jurisdictions where offering to acquire any Baltimore Shares from a Baltimore Shareholder resident in such jurisdiction and/or to allot and issue the Oryx C Shares by way of consideration for such acquisition would breach any applicable law 'UK Listing the FSA acting in its capacity as the competent authority for Authority' the purpose of Part VI of FSMA 'uncertificated' recorded on the relevant register or other record of the share or or other security concerned as being held in uncertificated uncertificated form in CREST, and title to which, by virtue of the CREST form' Regulations, may be transferred by means of CREST 'Unconditional the date on which the Offer becomes or is declared Date' unconditional as to acceptances 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland or 'UK' 'United States' the United States of America, its territories and possessions or 'US' and any state of the United States of America and the District of Colombia 'US$' US dollars This information is provided by RNS The company news service from the London Stock Exchange D OFFSESSFWSMSEFM

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