Offer for SSL International p

RNS Number : 6591P
Reckitt Benckiser Group PLC
21 July 2010
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

21 July 2010

RECOMMENDED CASH OFFER
FOR
SSL INTERNATIONAL PLC

BY
RECKITT BENCKISER PLC,
A WHOLLY-OWNED SUBSIDIARY
OF RECKITT BENCKISER GROUP PLC

Summary of the Offer

·      The boards of Reckitt Benckiser Group plc ("Reckitt Benckiser") and SSL International plc ("SSL") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Reckitt Benckiser plc, a wholly-owned subsidiary of Reckitt Benckiser, to acquire the entire issued and to be issued share capital of SSL (the "Offer").

·      SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands.

·      Reckitt Benckiser is a world leader in household and health & personal care.  The acquisition of SSL provides Reckitt Benckiser with an attractive opportunity to increase its presence in the health & personal care sector. 

·      Under the terms of the Offer, SSL Shareholders will be entitled to receive 1163 pence in cash per SSL Share (the "Offer Price") and will also remain entitled to receive the proposed final dividend of 8 pence per share in respect of the year ended 31 March 2010 (the "SSL Dividend"), representing, in aggregate, 1171 pence per SSL Share. 

·      The Offer Price plus the SSL Dividend values SSL's fully diluted share capital at approximately £2,540 million. 

·      The Offer provides SSL Shareholders with a compelling opportunity to realise full value up front for their investment in SSL in cash.

·      The Offer Price plus the SSL Dividend represents:

a premium of approximately 32.8 per cent. to the closing price of 882 pence per SSL Share on 20 July 2010, being the last business day prior to the Announcement Date;

a premium of approximately 39.3 per cent. to the average closing price of approximately 840.7 pence per SSL Share for the one month period to 20 July 2010; and

a premium of approximately 44.7 per cent. to the average closing price of approximately 809.3 pence per SSL Share for the six month period to 20 July 2010.

·      The SSL Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the terms of the Offer to be fair and reasonable.  In providing their advice to the SSL Directors, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the SSL Directors.  Accordingly, the SSL Directors intend to recommend unanimously that SSL Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings of SSL Shares amounting to, in aggregate, 1,723,426 issued and to be issued SSL Shares and representing approximately 0.8 per cent. of the fully diluted share capital of SSL. 

Commenting on the Offer, Bart Becht, Chief Executive Officer of Reckitt Benckiser, said:

"The acquisition of SSL will provide a step change to Reckitt Benckiser's global health & personal care business, which has been a key driver of Reckitt Benckiser's net revenue growth and profit progression. It is anticipated that the acquisition will increase Reckitt Benckiser's health & personal care net revenues by over 36 per cent. to approximately £2.8 billion, one third of the Group's total net revenues.

The acquisition will add two new Powerbrands, with good further growth potential, to Reckitt Benckiser's current arsenal, making 19 Powerbrands in total.  Durex, in the sexual wellbeing category, is the global number one condom brand and Scholl is the market leader in the footcare category in many of the markets where it is present.

Underlying growth of SSL's branded consumer business was 4 per cent. in its last financial year.  We believe that we could drive further growth in the acquired business, especially Durex and Scholl, by investing in SSL and Reckitt Benckiser's proven innovation and brand building capabilities and by taking advantage of our greater distribution strength.

The acquisition of SSL will also materially enhance the scale and critical mass of Reckitt Benckiser's businesses in China and Japan.

We expect cost synergies in the region of £100 million per annum from the combined group by the end of 2012, resulting in an improved margin profile for the acquired business.  This, combined with the good growth potential of the SSL business, makes it an attractive acquisition for Reckitt Benckiser's shareholders.  Excluding restructuring charges, the deal is expected to be immediately earnings enhancing for Reckitt Benckiser'[1]." 

Commenting on the Offer, Gerald Corbett, Chairman of SSL, said:

"In the last five years, product development, cost control, improvement to systems and supply chains and well judged acquisitions have trebled SSL's profits.  Garry Watts (our CEO), his management team and every SSL employee around the world can be truly proud of what has been achieved.  This offer is some four times the level of SSL's share price five years ago.  I believe few shares in investors' portfolios have done as well.  Reckitt Benckiser is a well regarded company and I am sure our brands and people will be in good hands."

Information on SSL

·      SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands.

·      SSL is the global leader in condoms for both safe and more pleasurable sex.  Its two major condom brands are Durex and Contex.

·      Scholl is the footcare leader in many of the markets where it is present and is owned by SSL in many markets outside of North America and Latin America.  Scholl is also a leading player in comfort footwear.

·      SSL's local brands, sold predominantly in Europe, include Mister Baby, Sauber, Silkoplast, Meltus, Medised and Paramol.

·      SSL has operations in over 30 countries across Europe, Asia Pacific and the Americas, sells into over 100 countries worldwide, and has manufacturing operations in India, Thailand, China and the UK.  SSL employs approximately 10,000 people globally. 

·      For the year ended 31 March 2010, SSL reported sales of £802.5 million and operating profit of £126.0 million.  In the same period, SSL achieved reported sales growth of 24.9 per cent. with 4.1 per cent. underlying growth for its branded consumer business and 1.8 per cent. underlying growth for the overall business.

·      SSL's net debt of £41.1 million as at 31 March 2010 has since been impacted by the acquisition of a further 24.7 per cent. of BLBV, the holding company for its Russian operations, for a cash cost of £144.0 million, the completion of the acquisition of the Rosetex brand for £3.8 million and the payment of deferred consideration in relation to the acquisition of the Orthaheel brand for £25.3 million.

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available on Reckitt Benckiser's website (www.rb.com/investors-media) and on SSL's website (www.ssl-international.com) by no later than 12 noon on 22 July 2010.

This summary should be read in conjunction with the full text of the attached announcement (including its appendices). 

Enquiries:


Reckitt Benckiser

+44 (0) 1753 217 800

Joanna Speed, Investor Relations Director (investor and analyst calls)

Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls)




Deutsche Bank (Financial Adviser and Corporate Broker to Reckitt Benckiser)

+44 (0) 20 7545 8000

Nigel Meek, Omar Faruqui

Nick Bowers, Mumtaz Naseem (Corporate Broking)




Brunswick (PR Adviser to Reckitt Benckiser)

+44 (0) 20 7404 5959

David Litterick, Teresa Bianchi




SSL

+44 (0) 20 7367 5760

Gerald Corbett, Chairman


Garry Watts, Chief Executive Officer




J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker to SSL)

+44 (0) 20 7588 2828

Malcolm Moir, James Mitford, Julia Thomas




Lazard (Joint Financial Adviser to SSL)

+44 (0) 20 7187 2000

William Rucker, Melanie Gee

Alexis de Rosnay, Vasco Litchfield




Credit Suisse (Joint Corporate Broker to SSL)

+44 (0) 20 7888 8888

George Maddison, Charles Donald, Tristan Lovegrove




Maitland (PR Adviser to SSL)

+44 (0) 20 7379 5151

William Clutterbuck, Brian Hudspith


 



IMPORTANT NOTICES

This announcement does not constitute an offer or an invitation to purchase any securities.  The Offer will be made solely by means of the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how it may be accepted.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request.  Deutsche Bank AG, London Branch is acting for Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Offer.

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

The availability of the Offer to SSL Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance in or from a Restricted Jurisdiction.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction.  Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents in, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The receipt of cash pursuant to the Offer by SSL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws.  Each SSL Shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on websites

A copy of this announcement will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Reckitt Benckiser's website at www.rb.com/investors-media and on the SSL website at www.ssl-international.com during the course of the Offer.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the City Code, SSL confirms that, as at the close of business on  20 July 2010 it had 213,230,244 ordinary shares of 10 pence each in issue, all with equal voting rights.  The total number of voting rights in SSL is therefore 213,230,244.  The International Securities Identification Number for the SSL ordinary shares is GB0007981128.

Notice to US holders of SSL Shares

The Offer is being made for securities of a UK company and SSL Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. SSL's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

SSL, Reckitt Benckiser plc and Reckitt Benckiser Group plc are all companies incorporated under the laws of England and Wales.  Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of SSL and Reckitt Benckiser plc and a majority of the assets of Reckitt Benckiser Group plc are located outside the United States.  As a result, it may not be possible for SSL Shareholders in the United States to effect service of process within the United States upon SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.  It may not be possible to sue SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors in a non-US court for violations of the US securities laws.  There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), Reckitt Benckiser or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) of the Exchange Act, Deutsche Bank AG, London Branch will continue to act as exempt principal traders in SSL securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions.  Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward Looking Statements 

This document includes certain "forward-looking statements". These statements are based on the current expectations of the management of SSL and Reckitt Benckiser (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on SSL or Reckitt Benckiser of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Reckitt Benckiser's or  SSL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Reckitt Benckiser's or SSL's business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither SSL nor Reckitt Benckiser undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

N
OT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

21 July 2010

RECOMMENDED CASH OFFER

FOR
SSL INTERNATIONAL PLC

BY
RECKITT BENCKISER PLC,
A WHOLLY-OWNED SUBSIDIARY
OF RECKITT BENCKISER GROUP PLC

1.         Introduction

The boards of Reckitt Benckiser Group plc ("Reckitt Benckiser") and SSL International plc ("SSL") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Reckitt Benckiser plc, a wholly-owned subsidiary of Reckitt Benckiser, to acquire the entire issued and to be issued share capital of SSL (the "Offer").

2.         The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 and to be set out in the Offer Document, SSL Shareholders shall be entitled to receive 1163 pence in cash for each SSL Share (the "Offer Price") and will also remain entitled to receive the proposed final dividend of 8 pence per share in respect of the year ended 31 March 2010 (the "SSL Dividend"), representing, in aggregate, 1171 pence per SSL Share.

The Offer Price plus the SSL Dividend represents:

·      a premium of approximately 32.8 per cent. to the closing price of 882 pence per SSL Share on 20 July 2010, being the last business day prior to the Announcement Date;

·      a premium of approximately 39.3 per cent. to the average closing price of approximately 840.7 pence per SSL Share for the one month period to 20 July 2010; and

·      a premium of approximately 44.7 per cent. to the average closing price of approximately 809.3 pence per SSL Share for the six month period to 20 July 2010.

The Offer Price plus the SSL Dividend values SSL's fully diluted share capital at approximately £2,540 million. 

3.         Irrevocable undertakings

Reckitt Benckiser has received irrevocable undertakings to accept the Offer from all of the SSL Directors in respect of their entire beneficial holdings of SSL Shares amounting to, in aggregate, 1,723,426 issued and to be issued SSL Shares and representing approximately 0.8 per cent. of the fully diluted share capital of SSL.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

4.         Information relating to Reckitt Benckiser

Reckitt Benckiser is a FTSE 25 company, a world leader in household and health & personal care and is the global number one or number two in the majority of its fast-growing categories, driven by an exceptional rate of innovation.  The Group has a strong portfolio led by 17 global Powerbrands: Finish, Lysol, Dettol, Vanish, Woolite, Calgon, Airwick, Harpic, Cillit Bang, Mortein, Veet, Nurofen, Clearasil, Strepsils, Gaviscon, Mucinex and French's, together accounting for approximately 70 per cent. of its net revenues in 2009.

Headquartered in the United Kingdom, Reckitt Benckiser employs approximately 24,900 people worldwide, and has operations in over 60 countries and sales in approximately 180 countries.

For the year ended 31 December 2009, Reckitt Benckiser reported sales of £7,753 million and operating profit of £1,891 million.

5.         Information relating to SSL

SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands.  SSL is the global leader in condoms for both safe and more pleasurable sex.  Its two major condom brands are Durex andContex.

Scholl is the leading footcare brand in many of the markets where it is present and is owned by SSL in many markets outside of North America and Latin America.  Scholl is also a leading player in comfort footwear.

SSL's local brands, sold predominantly in Europe, include Mister Baby, Sauber, Silkoplast, Meltus, Medised and Paramol.

SSL has operations in over 30 countries across Europe, Asia Pacific and the Americas, sells into over 100 countries worldwide, and has manufacturing operations in India, Thailand, China and the UK.  SSL employs approximately 10,000 people globally. 

For the year ended 31 March 2010, SSL reported sales of £802.5 million, operating profit of £126.0 million and gross assets of £913.0 million.  During the year ended 31 March 2010, SSL's reported sales increased by 24.9 per cent. with underlying growth of its branded consumer sales at 4.1 per cent. and the underlying total business at 1.8 per cent.  SSL's net debt of £41.1 million as at 31 March 2010 has since been impacted by the acquisition of a further 24.7 per cent. of BLBV, the holding company for its Russian operations, for a cash cost of £144.0 million, the completion of the acquisition of the Rosetex brand for £3.8 million and the payment of the deferred consideration in relation to the acquisition of the Orthaheel brand for £25.3 million.

6.         Background to and reasons for the Offer

The acquisition of SSL will provide a step change in Reckitt Benckiser's global health & personal care business, a key driver of Reckitt Benckiser's net revenues and profit growth.  For the year to 31 December 2009, underlying growth of the Reckitt Benckiser Group's health & personal care net revenues was approximately 14 per cent. on a constant exchange rate basis, compared to a net revenue growth rate for the total Reckitt Benckiser business of 8 per cent. for the same period on a constant exchange rate basis.  Health & personal care currently accounts for approximately 27 per cent. of the Group's net revenues, which amounts to £7.8 billion for the year to 31 December 2009.  It is anticipated that the acquisition would increase Reckitt Benckiser's health & personal care net revenues by over 36 per cent. to approximately £2.8 billion, one third of the Reckitt Benckiser Group's total net revenues. 

SSL's branded consumer business grew by 4.1 per cent. on an underlying basis in the year to 31 March 2010, with Durex growing at 4.8 per cent. and Scholl at 5.7 per cent.  Reckitt Benckiser believes that it can drive further growth in SSL's business by investing in SSL's proven innovation and brand building capabilities, strongly focused on Durex / Contex and Scholl, and by taking advantage of Reckitt Benckiser's greater distribution strength.

The acquisition of SSL will also deliver a step change to Reckitt Benckiser's critical mass in the two key East Asia markets of China and Japan, substantially increasing the scale of Reckitt Benckiser's businesses in those markets.

Reckitt Benckiser expects that the acquisition of SSL pursuant to the Offer will lead to opportunities for financial improvement following the integration of SSL and Reckitt Benckiser.  Reckitt Benckiser is currently targeting post-integration cost synergies of £100 million per annum as a result of the Offer by the end of 2012, which it expects will result in an improved margin profile for the SSL business.  These savings are expected to derive from removing commercial and administrative overlaps and from certain procurement synergies.  Reckitt Benckiser will incur a restructuring charge in respect of the cost of the necessary reorganisation to integrate the businesses and the removal of commercial and administrative overlaps to achieve the targeted cost synergies, along with some further restructuring in the enlarged group.

The acquisition of SSL will add two new Powerbrands, with good further growth potential, to Reckitt Benckiser's current arsenal, making 19 Powerbrands in total.  Durex, in the sexual wellbeing category, is the global number one condom brand and Scholl is the market leader in the footcare category in many of the markets where it is present.  Reckitt Benckiser will also undertake an assessment of the growth potential and strategic fit of SSL's portfolio of local brands as part of the integration process. 

7.         Recommendation

The SSL Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the terms of the Offer to be fair and reasonable.  In providing their advice, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the SSL Directors. 

Accordingly, the SSL Directors intend to recommend unanimously that SSL Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial shareholdings of SSL Shares (representing approximately 0.8 per cent. of the fully diluted share capital of SSL).  Further details of these undertakings are set out in Appendix 3. 

8.         Background to and reasons for the recommendation

Over the past five years, SSL has been transformed into a focused consumer products company with leading global brands, Durex and Scholl.  As SSL grew and consolidated its position in the global sexual wellbeing, footcare and footwear markets, it has also succeeded in reinventing and reinvigorating these categories.  SSL is now one of the leading global consumer brands companies. 

Over the same period, SSL has expanded its geographical footprint and presence in emerging markets through selected strategic and value-enhancing acquisitions, such as the acquisition of an additional stake in BLBV in Russia and Gainbridge in the Ukraine and the acquisition of its Chinese joint venture partner, Qingdao London Durex.  SSL has tripled operating profit and achieved compounded annual EPS growth of over 27 per cent. during the last five years.

The SSL Directors believe that SSL is well positioned today to continue its strategy of geographic and portfolio expansion based on its robust platform in the sexual wellbeing, footcare and footwear markets.  However, the SSL Directors also believe that the Offer Price plus the SSL Dividend, which amounts to more than four times the level of SSL's share price five years ago, fully recognises the value of this strategy and intend unanimously to recommend that SSL Shareholders accept the Offer. 

9.         Financing of the Offer

The cash consideration payable by Reckitt Benckiser under the terms of the Offer can be funded using a new £1.25 billion loan facility and other facilities arranged by HSBC Bank plc, together with Reckitt Benckiser's working capital resources and existing facilities.

Deutsche Bank, financial adviser to Reckitt Benckiser, is satisfied that sufficient resources are available to Reckitt Benckiser to satisfy full acceptance of the Offer.

10.       Management and employees

If the Offer is successful, SSL's management and employees will become part of a substantially larger group and Reckitt Benckiser believes they should have greater opportunities for new challenges and development as a result.  Based on the information available to it today, Reckitt Benckiser expects that SSL's management and employees will play an important role in the enlarged group but it is also expected that the integration of Reckitt Benckiser and SSL would lead to the removal of some commercial and administrative overlaps in the enlarged company. 

Reckitt Benckiser confirms and has given assurances to the SSL Directors that there would be a fair and open process for the selection of those employees who will continue to play a role in the future of the enlarged group, and that existing employment rights of the SSL Directors, management and employees of SSL will be fully safeguarded following completion of the Offer and that the SSL Group's pension obligations will be fully complied with.  

11.        SSL Share Schemes

The Offer will extend to all SSL Shares unconditionally allotted or issued to satisfy the exercise of options granted or the vesting of awards under the SSL Share Schemes after the Announcement Date and before the date the Offer closes to acceptances (or such earlier date as Reckitt Benckiser may, subject to the City Code and in accordance with the Conditions and further terms of the Offer, decide). 

To the extent that such options are not so exercised, or awards of SSL Shares vest under the terms of the SSL Share Schemes when the Offer becomes or is declared unconditional in all respects, Reckitt Benckiser intends to make appropriate proposals to the holders of such options and awards under the SSL Share Schemes in due course.

12.       Disclosure of interests in SSL relevant securities

As at the close of business on 19 July 2010 (the latest practicable business day prior to the Announcement Date), and save as disclosed below and for the irrevocable undertakings referred to in Appendix 3 of this announcement, neither Reckitt Benckiser, nor any of the directors of Reckitt Benckiser nor, so far as Reckitt Benckiser is aware, any person acting in concert (within the meaning of the City Code) with Reckitt Benckiser has any interest in, owns or has owned or controls or has controlled any SSL Shares or any securities convertible or exchangeable into SSL Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds or has held any options (including traded options) in respect of, or has or has had any option to acquire, any SSL Shares or has entered into any derivatives referenced to SSL Shares ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares.  An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold. 

As at close of business on 19 July 2010, being the latest practicable business day prior to the Announcement Date, the following interest was disclosable by Deutsche Bank AG:

Party

Nature of interest in SSL Shares

Number of SSL Shares         

Frankfurt Trust Investment Gesellschaft mbH

Long

11,000

In view of the requirement for confidentiality, Reckitt Benckiser has not been able to ascertain the above information in respect of certain parties acting or deemed to be acting in concert (within the meaning of the City Code) with Reckitt Benckiser for the purposes of the Offer. 

13.       Inducement Fee Agreement

Reckitt Benckiser and SSL have entered into the Inducement Fee Agreement which contains, among other things, an inducement fee arrangement and a non-solicitation undertaking.  A brief summary of the Inducement Fee Agreement is set out below.

Inducement fee

SSL has agreed that it will pay Reckitt Benckiser an inducement fee of one per cent. of the value of SSL's fully diluted equity share capital by reference to the terms of the Offer, by way of compensation, if after the Announcement Date the Offer is withdrawn or lapses in accordance with its terms and before such withdrawal or lapse (i) the SSL Directors withdraw or adversely modify the terms of their recommendation of the Offer; or (ii) a Third Party Announcement is made and the Third Party Transaction referred to in that announcement, or any other Third Party Transaction announced after the Announcement Date, subsequently becomes or is declared unconditional in all respects or is completed. 

Non-solicitation

SSL has also agreed that (i) it will not, and it will procure that no member of the SSL Group, nor their respective representatives, will, directly or indirectly, solicit, initiate, encourage or otherwise seek to procure an Alternative Proposal from any third party; and (ii) it will notify Reckitt Benckiser if any communication, invitation, approach or enquiry, or any request for information, is knowingly received by SSL or any member of the SSL Group from any third party in relation to, or which could lead to, a possible Alternative Proposal, including any request for information received by it under Rule 20.2 of the City Code. 

Except as necessary to comply with the fiduciary duties of the SSL Directors, SSL has also agreed to not, directly or indirectly, respond to any unsolicited approach or indication of interest from a third party with respect to an Alternative Proposal. 

Right to match

If SSL notifies Reckitt Benckiser of an Alternative Proposal which is a Superior Proposal, SSL has agreed to provide Reckitt Benckiser with reasonable details of such approach and the terms proposed by the relevant third party.  SSL has also agreed not to accept, recommend, approve or enter into any agreement to implement such Alternative Proposal; or withhold, withdraw or adversely modify its recommendation in respect of the Offer, until Reckitt Benckiser fails, within three Business Days of being notified of the Superior Proposal, to confirm to SSL that it intends to increase the Offer to a price per share equal to or greater than that provided under the Superior Proposal and to announce such increase of the Offer.

14.       Withdrawal rights

SSL Shareholders will have the ability to withdraw their acceptances only in limited circumstances to the extent permitted by applicable law and the City Code, as will be explained in more detail in the Offer Document. 

15.       Delisting, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and acceptances are received from SSL Shareholders who hold at least 75 per cent. of the voting rights attaching to the SSL Shares, Reckitt Benckiser intends to procure that SSL will make an application for the cancellation of the listing of the SSL Shares on the Official List and for the cancellation of trading of the SSL Shares on the London Stock Exchange's market for listed securities.

It is anticipated that the cancellation of listing on the Official List and admission to trading on the London Stock Exchange will take effect no earlier than 20 business days after either (i) Reckitt Benckiser has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the SSL Shares or (ii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act 2006, as applicable.  Reckitt Benckiser will notify SSL Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.  The cancellation of the listing would significantly reduce the liquidity and marketability of any SSL Shares in respect of which the Offer has not been accepted at that time.

If Reckitt Benckiser receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the SSL Shares to which the Offer relates, Reckitt Benckiser will exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining SSL Shares in respect of which the Offer has not been accepted.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, SSL will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

16.       Overseas SSL Shareholders

The distribution of this announcement to, and the availability of the Offer to, persons who are not resident in the United Kingdom or the United States may be affected by the laws of their relevant jurisdiction.  Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction.  Further details in relation to overseas shareholders of SSL will be found in the Offer Document.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.

The Offer will be made in the United States pursuant to applicable US tender offer and securities laws and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

17.       General

This announcement does not constitute an offer to purchase or an invitation to sell any SSL Shares and any response to the Offer should be made only on the basis of the information contained in the Offer Document. 

The Offer Document setting out further details of the Offer, including the Offer timetable, will be posted to SSL Shareholders (other than to persons resident in a Restricted Jurisdiction) within 28 days of this announcement.  It is currently expected that, if successful, the Offer would become or be declared unconditional in all respects during the fourth quarter of 2010.

In accordance with applicable US tender offer laws, the Offer will remain open for at least 20 US business days from the date of the Offer Document. 

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the Conditions and further terms in relation to the Offer set out in Appendix 1 to this announcement and to be set out in the Offer Document.  Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement.  Appendix 3 to this announcement contains a summary of the irrevocable undertakings given by the SSL Directors.  Appendix 4 to this announcement contains definitions of certain expressions in this announcement.



 

Enquiries:


Reckitt Benckiser

+44 (0) 1753 217 800

Joanna Speed, Investor Relations Director (investor and analyst calls)

Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls)




Deutsche Bank (Financial Adviser and Corporate Broker to Reckitt Benckiser)

+44 (0) 20 7545 8000

Nigel Meek, Omar Faruqui

Nick Bowers, Mumtaz Naseem (Corporate Broking)




Brunswick (PR Adviser to Reckitt Benckiser)

+44 (0) 20 7404 5959

David Litterick, Teresa Bianchi




SSL

+44 (0) 20 7367 5760

Gerald Corbett, Chairman


Garry Watts, Chief Executive Officer




J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker to SSL)

+44 (0) 20 7588 2828

Malcolm Moir, James Mitford, Julia Thomas




Lazard (Joint Financial Adviser to SSL)

+44 (0) 20 7187 2000

William Rucker, Melanie Gee

Alexis de Rosnay, Vasco Litchfield




Credit Suisse (Joint Corporate Broker to SSL)

+44 (0) 20 7888 8888

George Maddison, Charles Donald, Tristan Lovegrove




Maitland (PR Adviser to SSL)

+44 (0) 20 7379 5151

William Clutterbuck, Brian Hudspith


 

 



IMPORTANT NOTICES

This announcement does not constitute an offer or an invitation to purchase any securities.  The Offer will be made solely by means of the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how it may be accepted.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request.  Deutsche Bank AG, London Branch is acting for Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Offer.

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

The availability of the Offer to SSL Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance in or from a Restricted Jurisdiction.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction.  Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents in, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The receipt of cash pursuant to the Offer by SSL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws.  Each SSL Shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on websites

A copy of this announcement will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Reckitt Benckiser's website at www.rb.com/investors-media and on the SSL website at www.ssl-international.com during the course of the Offer.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the City Code, SSL confirms that, as at the close of business on  20 July 2010 it had 213,230,244 ordinary shares of 10 pence each in issue, all with equal voting rights.  The total number of voting rights in SSL is therefore 213,230,244.  The International Securities Identification Number for the SSL ordinary shares is GB0007981128.

Notice to US holders of SSL Shares

The Offer is being made for securities of a UK company and SSL Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. SSL's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

SSL, Reckitt Benckiser plc and Reckitt Benckiser Group plc are all companies incorporated under the laws of England and Wales.  Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of SSL and Reckitt Benckiser plc and a majority of the assets of Reckitt Benckiser Group plc are located outside the United States.  As a result, it may not be possible for SSL Shareholders in the United States to effect service of process within the United States upon SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.  It may not be possible to sue SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors in a non-US court for violations of the US securities laws.  There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), Reckitt Benckiser or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) of the Exchange Act, Deutsche Bank AG, London Branch will continue to act as exempt principal traders in SSL securities on the London Stock Exchange.  These purchases may occur in the open market or as privately negotiated transactions.  Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward Looking Statements 

This document includes certain "forward-looking statements". These statements are based on the current expectations of the management of SSL and Reckitt Benckiser (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on SSL or Reckitt Benckiser of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Reckitt Benckiser's or  SSL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Reckitt Benckiser's or SSL's business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither SSL nor Reckitt Benckiser undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

 



APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

Part A:             Conditions of the Offer

The Offer will be subject to the following conditions:

(a)        valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Reckitt Benckiser may, with the consent of the Panel or in accordance with the City Code and applicable US tender offer rules and securities laws, decide) in respect of not less than 90 per cent. (or such lower percentage as Reckitt Benckiser may decide) (1) in nominal value of the SSL Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Reckitt Benckiser and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares in SSL carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of SSL.  For the purposes of this condition:

(i)         shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of SSL; and

(ii)        the expression "SSL Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006;

(b)        insofar as the Offer constitutes, or is deemed to constitute, a concentration with a European Union dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the "Regulation"):

(i)         the European Commission indicating, in terms reasonably satisfactory to Reckitt Benckiser, that it does not intend to initiate proceedings under Article 6(1)(c) of the Regulation in respect of the proposed acquisition of SSL by Reckitt Benckiser (or being deemed to have done so under Article 10(6) of the Regulation); and

(ii)        in the event that any request or requests under Article 9(2) of the Regulation have been made by any European Union or EFTA states, the European Commission indicating, in terms reasonably satisfactory to Reckitt Benckiser, that it does not intend to refer the proposed acquisition of SSL by Reckitt Benckiser or any aspect of such proposed acquisition, to any competent authority of a European Union or EFTA state in accordance with Article 9(3) of the Regulation; and

(iii)        in the event of a referral of the proposed acquisition, or any aspect of the proposed acquisition, to a competent authority of a European Union or EFTA state in accordance with Article 9(3)(b) of the Regulation, and in the event that Reckitt Benckiser waives, in whole or in part, Condition (b)(ii) in relation to such referral, such competent authority adopting a decision in terms reasonably satisfactory to Reckitt Benckiser or providing such other indication of its position as shall be reasonably satisfactory to Reckitt Benckiser; and

(iv)        no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Regulation in relation to the proposed acquisition of SSL by Reckitt Benckiser or any aspect of such acquisition;

(c)        all filings having been made and all or any appropriate waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the proposed acquisition of any SSL Shares or control of SSL by Reckitt Benckiser or any member of the Reckitt Benckiser Group;

(d)        insofar as the Offer constitutes, or is deemed to constitute, a concentration under Article 24 of the Law of Ukraine on Protection of Economic Competition of 11 January 2001 (the "Competition Law"), the Antimonopoly Committee of Ukraine indicating that it does not intend to initiate proceedings under Article 30 of the Competition Law in respect of the proposed acquisition of SSL by Reckitt Benckiser or any member of the Reckitt Benckiser Group;

(e)        to the extent applicable, for the purposes of the Federal Law "On Protection of Competition" dated July 26, 2006 No. 135-FZ (as amended) (the "Russian Competition Law"), upon completion of the initial consideration period under Article 33 of the Russian Competition Law, the Federal Antimonopoly Service of the Russian Federation approving the proposed acquisition of SSL by Reckitt Benckiser and not (i) refusing to approve the proposed acquisition of SSL by Reckitt Benckiser or (ii) ordering the extension of the consideration period;

(f)         save as fairly disclosed to Reckitt Benckiser prior to the Announcement Date, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider SSL Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in SSL or because of a change in the control or management of SSL or otherwise, could or might result in to an extent which is material in the context of the Wider SSL Group as a wholeor to the financing of the Offer:

(i)         any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii)        any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged other than in the ordinary course of business;

(iv)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any substantial part of the business, property or assets of any such member;

(v)         the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi)        the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)       any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii)      the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider SSL Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition;

(g)        no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might be reasonably expected to:

(i)         require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Reckitt Benckiser Group or any member of the Wider SSL Group of all or any substantial portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Reckitt Benckiser Group or the Wider SSL Group in either case taken as a whole;

(ii)        require, prevent or materially delay the divestiture by any member of the Wider Reckitt Benckiser Group of any shares or other securities in SSL;

(iii)        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Reckitt Benckiser Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider SSL Group or the Wider Reckitt Benckiser Group or to exercise management control over any such member which, in any case, is material in the context of the Wider SSL Group or the Wider Reckitt Benckiser Group (as the case may be) taken as a whole;

(iv)        otherwise materially and adversely affect the business, assets, profits or prospects of any member of the Wider Reckitt Benckiser Group or of any member of the Wider SSL Group in a manner which is adverse to and material in the context of the Wider Reckitt Benckiser Group or the Wider SSL Group in either case taken as a whole;

(v)         make the Offer or its implementation or the acquisition or proposed acquisition by Reckitt Benckiser or any member of the Wider Reckitt Benckiser Group of any shares or other securities in, or control of SSL void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi)        except in connection with the Offer, require any member of the Wider Reckitt Benckiser Group or the Wider SSL Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider SSL Group or the Wider Reckitt Benckiser Group owned by any third party;

(vii)       impose any material limitation on the ability of any member of the Wider SSL Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the group concerned taken as a whole; or

(viii)      result in any member of the Wider SSL Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any SSL Shares having expired, lapsed or been terminated;

(h)        all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Reckitt Benckiser Group of any shares or other securities in, or control of, SSL and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate for or in respect of the Offer, or the proposed acquisition of any shares or other securities in, or control of, SSL by any member of the Wider Reckitt Benckiser Group having been obtained in terms and in a form reasonably satisfactory to Reckitt Benckiser from all appropriate Third Parties or persons with whom any member of the Wider SSL Group has entered into contractual arrangements (in each case where the absence of such authorisation would have a material adverse effect on the Wider SSL Group taken as a whole) and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider SSL Group which is material in the context of the Wider SSL Group taken as a whole remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(i)         except as disclosed in the annual report and accounts of SSL for the year ended 31 March 2010, as fairly disclosed by SSL to Reckitt Benckiser prior to the Announcement Date or as publicly announced by SSL in accordance with the Listing Rules or Disclosure Rules prior to the Announcement Date, no member of the Wider SSL Group having, since 31 March 2010:

(i)         save as between SSL and wholly-owned subsidiaries of SSL or for SSL Shares issued pursuant to the exercise of options granted under the SSL Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii)        save as between SSL and wholly-owned subsidiaries of SSL or for the grant of options under the SSL Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii)        other than to another member of the SSL Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for the net final dividend of 8.0 pence per SSL Share in respect of the year ended 31 March 2010 which the SSL Directors have recommended should be paid;

(iv)        save for intra-SSL Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v)         save for intra-SSL Group transactions, made or authorised an intention to propose any change in its loan capital;

(vi)        issued, authorised the issue of any debentures or (save for intra-SSL Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii)       purchased, redeemed or repaid any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii)      implemented, or authorised any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix)       entered into or materially changed the terms of any contract with any director or senior executive of a member of the SSL Group;

(x)        entered into or varied or authorised the entry into or variation of any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider SSL Group or the Wider Reckitt Benckiser Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the Wider SSL Group taken as a whole or of the financing of the Offer;

(xi)       (other than in respect of a member which is dormant and was solvent at the relevant time) taken 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, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xii)       entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider SSL Group or the Wider Reckitt Benckiser Group other than to a nature and extent which is normal in the context of the business concerned;

(xiii)      waived or compromised any claim otherwise than in the ordinary course of business;

(xiv)      entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xv)       made or agreed or consented to any significant change to:

(1)        the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider SSL Group for its directors, employees or their dependents;
(2)        the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
(3)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(4)        the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made (including, without limitation, any changes which relate to or result from any purchase of a bulk annuity or longevity or financial hedging instrument in respect of some or all of those liabilities); or

(xvi)      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider SSL Group,

and which, in each case, is material in the context of the Wider SSL Group;

(j)         except as disclosed in the annual report and accounts of SSL for the year ended 31 March 2010 or as publicly announced by SSL in accordance with the Listing Rules or Disclosure Rules prior to the Announcement Date, or where not material in the context of the Wider SSL Group taken as a whole and not material in the context of the financing of the Offer, since 31 March 2010:

(i)         no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider SSL Group;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider SSL Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider SSL Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider SSL Group which in any such case might reasonably be expected to adversely affect any member of the Wider SSL Group;

(iii)        no contingent or other liability having arisen or become apparent to Reckitt Benckiser which would be likely to adversely affect any member of the Wider SSL Group; and

(iv)        no steps having been taken which are likely to result in the withdrawal, cancellation, termination or material modification of any licence held by any member of the Wider SSL Group which is necessary for the proper carrying on of its business;

(k)        save as publicly announced in accordance with the Listing Rules or Disclosure Rules by SSL prior to the Announcement Date or as otherwise fairly disclosed in writing to Reckitt Benckiser prior to that date by any member of the SSL Group, Reckitt Benckiser not having discovered:

(i)         that any financial, business or other information concerning the Wider SSL Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider SSL Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading which is in any case material and adverse to the financial or trading position of the Wider SSL Group taken as a whole;

(ii)        that any member of the Wider SSL Group is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of SSL for the year ended 31 March 2010 and which is material in the context of the Wider SSL Group taken as a whole; or

(iii)        any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider SSL Group and which is material in the context of the Wider SSL Group taken as a whole;

(l)         Reckitt Benckiser not having discovered that:

(i)         any past or present member of the Wider SSL Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider SSL Group and which is material in the context of the Wider SSL Group taken as a whole; or

(ii)        there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider SSL Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider SSL Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider SSL Group taken as a whole; and

(m)       no circumstance having arisen or event having occurred in relation to any Intellectual Property owned, used or licensed by the Wider SSL Group or to any third parties, including:

(i)         any member of the Wider SSL Group losing its title to any Intellectual Property or any Intellectual Property owned by the Wider SSL Group being revoked, cancelled or declared invalid;

(ii)        any agreement regarding the use of any Intellectual Property licensed to or by any member of the Wider SSL Group being terminated or varied; or

(iii)       any claim being filed alleging that any member of the Wider SSL Group infringed the Intellectual Property rights of a third party or any member of the Wider SSL Group being found to have infringed the Intellectual Property rights of a third party, which, in any case, results or could result in the financial, trading position or prospects of the Wider SSL Group being materially prejudiced or adversely affected,

which, in any case, is material in the context of the Wider SSL Group taken as a whole.

Part B:             Certain further terms of the Offer

(a)        Reckitt Benckiser reserves the right to waive, in whole or in part, all or any of the conditions in Part A above, except for condition (A)(a).

(b)        Conditions (A)(b) to (A)(m) (inclusive) must be fulfilled, or waived, by midnight on the 21st day after the later of the first closing date of the Offer and the date on which condition (A)(a) is fulfilled (or in each such case such later date as Reckitt Benckiser may, with the consent of the Panel, decide).  Reckitt Benckiser shall be under no obligation to waive or treat as satisfied any of conditions (A)(b) to (A)(m) (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.

(c)        If Reckitt Benckiser is required by the Panel to make an offer for SSL Shares under the provisions of Rule 9 of the City Code, Reckitt Benckiser may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule and US tender offer rules and securities laws.

(d)        SSL Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends (excluding the SSL Dividend) and other distributions (if any) declared, made or paid on or after the Announcement Date.

(e)        Reckitt Benckiser reserves the right, with the agreement of the SSL Directors and the Panel (if required), to elect to implement the Offer by way of scheme(s) of arrangement pursuant to Part 26 of the Companies Act 2006.  In such event, such offer will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation, including US tender offer rules and securities laws), so far as applicable, as those that would apply to the Offer.  In particular, Condition (A)(a) will not apply and the scheme will become effective and binding following:

(i)         approval of the scheme at the court meeting (or any adjournment thereof) by a majority of the SSL Shareholders present and voting either in person or by proxy representing 75 per cent. or more in value of SSL Shareholders;

(ii)        the resolutions required to approve and implement the scheme being those set out in the notice of general meeting of the SSL Shareholders being passed by the requisite majority at such general meeting; and

(iii)       the sanction of the scheme and confirmation of any associated reduction of capital by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to SSL and Reckitt Benckiser) and an office copy of the order of the Court sanctioning the scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

(f)       If the Offer lapses it will cease to be capable of further acceptance.  SSL Shareholders who have accepted the Offer and Reckitt Benckiser shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(g)      The Offer will lapse if it is referred to the Competition Commission or is subject to a decision to initiate proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

(h)      The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(i)       This Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out above, the further terms set out below and in the formal Offer Document and related form of acceptance.  The Offer will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the City Code and with applicable US federal tender offer rules and securities laws (except to the extent that exemptive relief has been granted by the US Securities Exchange Commission).

(j)       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, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

(k)      The Offer will be on the terms and will be subject to the Conditions set out in this Appendix 1, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the Listing Rules and the City Code and other applicable law.  This announcement does not constitute an offer or invitation to purchase SSL Shares or any other securities.



APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1.         Unless otherwise stated:

·      financial information relating to the Reckitt Benckiser Group has been extracted or derived (without any adjustment) from the Reckitt Benckiser Group plc audited annual report and accounts for the year ended 31 December 2009; and

·      financial information relating to the SSL Group has been extracted or derived (without any adjustment) from:

the SSL audited annual report and accounts for the year ended 31 March 2010; and

the unaudited interim management statement released by SSL on 21 July 2010.

2.         The value of the Offer, based on the Offer Price plus the SSL Dividend, is calculated on the basis of the fully diluted number of SSL Shares in issue referred to in paragraph 4 below.

3.         As at the close of business on 20 July 2010, being the last business day prior to the Announcement Date, SSL had in issue 213,230,244 ordinary shares (being the number of ordinary shares in issue according to SSL's total voting rights announcement on 30 June 2010 adjusted to include 18,000 options over ordinary shares exercised on 19 July 2010, as confirmed by SSL).  The International Securities Identification Number for SSL Shares is GB0007981128.

4.         The fully diluted share capital of SSL as at 20 July 2010 (being 216,922,193 SSL Shares) is calculated on the basis of:

·      the number of issued SSL Shares referred to in paragraph 3 above; and

·      any further SSL Shares which may be issued on or after the Announcement Date on the exercise of options or vesting of awards under the SSL Share Schemes, adjusted for cash proceeds, amounting in aggregate to 3,691,949 SSL Shares as at 20 July 2010.  In calculating this figure, it is assumed that (i) options under the SSL International plc Sharesave Plan 2009 are exercised at the end of December 2010 to the maximum extent possible and on the assumption that the monthly contributions payable under the related savings contracts continue to be paid in full, and (ii) any SSL Shares held in the SSL International plc Employee Benefit Trust will be used to satisfy the exercise of options or the vesting of awards under the SSL Share Schemes.

5.         Reckitt Benckiser's proportion of health & personal care net revenues in relation to total Reckitt Benckiser Group net revenues is calculated by reference to the audited annual report and accounts of Reckitt Benckiser Group plc for the financial year ended 31 December 2009 on the basis of the following figures:

·      £2.1 billion of Health & Personal Care net revenues for 2009; and

·      £7.8 billion of total Reckitt Benckiser net revenues for 2009.

6.         Unless otherwise stated, all prices and closing prices for SSL Shares are closing middle market quotations derived from the Official List of the London Stock Exchange Daily.

7.         The premium calculations to the price per SSL Share have been calculated by reference to:

·      a price of 882 pence per SSL Share, being the closing price on 20 July 2010, the last business day prior to the Announcement Date;

·      the average closing price per SSL Share of 840.7 pence over the one month period ended 20 July 2010 is derived from data provided by Datastream; and

·      the average closing price per SSL Share of 809.3 pence over the six month period ended 20 July 2010 is derived from data provided by Datastream.

8.         Underlying growth of SSL's Scholl business for the financial year ended 31 March 2010 is calculated by reference to:

·      Scholl footcare underlying revenues of £168.0 million; and

·      Scholl footwear underlying revenues of £105.9 million,

as reported in the audited annual report and accounts for SSL for the year ended 31 March 2010; and

·      Scholl footcare underlying revenues of £160.6 million; and

·      Scholl footwear underlying revenues of £98.6 million,

as reported in the audited annual report and accounts for SSL for the year ended 31 March 2009.

9.         Reckitt Benckiser's health & personal care net revenues post acquisition of SSL and the subsequent proportion of Reckitt Benckiser Group 2009 net revenues are calculated with reference to the following figures:

·      £2.1 billion of health & personal care net revenues for 2009; and

·      £7.8 billion of total Group net revenues for 2009,

as reported in the audited annual report and accounts of Reckitt Benckiser Group plc for the financial year ended 31 December 2009; and

·      calendarised SSL Group sales of £758.0 million for the Reckitt Benckiser financial year ended 31 December 2009, unadjusted for the full year impact of the acquisitions of the purchase of the additional BLBV stake in 2010 and Gainbridge Investments Limited, and based on the reported SSL Group sales of:

£802.5 million of SSL Group sales for the financial year ended 31 March 2010;

£642.4 million of SSL Group sales for the financial year ended 31 March 2009;

£390.9 million of SSL Group sales for the six month period ended 30 September 2009; and

£322.5 million of SSL Group sales for the six month period ended 30 September 2008,

as reported in the audited annual report and accounts of SSL International plc for the financial year ended 31 March 2010 and for the financial year ended 31 March 2009, and the unaudited interim results of SSL International plc for the six month period ended 30 September 2009 and for the six month period ended 30 September 2008.  

10.         The comparison of the value of the Offer to SSL Group share price performance for the last five years is calculated with reference to:

·      the SSL share price of 285 pence per ordinary share as at the close of business on 21 July 2004; and

·      the Offer Price plus the SSL Dividend.

11.         SSL Group compound annual EPS growth for the last five years is calculated with reference to basic EPS as reported in the SSL audited annual report and accounts for the financial years ended 31 March 2010 and 31 March 2005.



APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following SSL Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings in issued and to be issued SSL Shares as follows:

Name of SSL Director

Number of SSL Shares

Percentage of the fully diluted share capital of SSL (per cent.)

Garry Watts

750,409

0.346

Ian Adamson

463,635

0.214

Peter Johnson

10,000

0.005

Peter Read

5,185

0.002

Richard Adam

1,553

0.001

Mark Moran

492,644

0.227

TOTAL

1,723,426

0.794


The undertakings will remain binding in the event that a higher competing offer for SSL is made and will cease to be binding only if the Offer lapses or is withdrawn or the Offer Document is not posted within 28 days after the Announcement Date (or such longer period as Reckitt Benckiser, with the consent of the Panel, decides).

 



APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"Alternative Proposal"

an offer for all or any of the issued share capital of SSL or for the whole or any material part of the undertaking, business or assets of SSL or any of its subsidiaries or any proposal involving a scheme of arrangement, reorganisation or recapitalisation of SSL or any of its subsidiaries

"Announcement Date"

21 July 2010

"Australia"

the Commonwealth of Australia, its territories and possessions

"BLBV"

Beleggingsmaatschappij Lemore BV

"Business Days"

means a day on which banks are generally open for business in London (excluding Saturdays, Sundays and public holidays)

"Canada"

Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof

"City Code"

the City Code on Takeovers and Mergers

"Conditions"

the conditions to the Offer as set out in Part A of Appendix 1

"Credit Suisse"

Credit Suisse Securities (Europe) Limited

"Deutsche Bank"

Deutsche Bank AG, London Branch

"Disclosure Rules"

the disclosure and transparency rules of the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name

"EFTA"

European Free Trade Association

"Inducement Fee Agreement"

means the agreement between Reckitt Benckiser and SSL entered into on 20 July 2010 containing certain obligations and undertakings in relation to the implementation of the Offer

"Intellectual Property"

all industrial and intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including: (i) patents (including patentable inventions), trademarks, registered and unregistered designs, copyrights (including copyright in computer software) and database rights: (ii) goodwill and rights in respect of domain names, unique marketing codes, trade, business and company names, colour combinations, logos, slogans, get-up, trade dress, packaging and marketing materials; and (iii) confidential information, trade secrets and know-how

"Japan"

Japan, its cities, prefectures, territories and possessions

"J.P. Morgan Cazenove"

J.P. Morgan plc which conducts its UK investment banking activities as J.P. Morgan Cazenove

"Lazard"

Lazard & Co., Limited

"Listing Rules"

the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name

"London Stock Exchange"

London Stock Exchange plc

"Offer"

the recommended cash offer to be made to acquire the SSL Shares on the terms and subject to the Conditions set out in this announcement and to be set out in the Offer Document, including where the context so requires, any subsequent revision, variation, extension or renewal of such offer

"Offer Document"

the document to be despatched to SSL Shareholders and others by Reckitt Benckiser containing, amongst other things, the Offer, the Conditions and certain information about Reckitt Benckiser and SSL

"Offer Price"

1163 pence per SSL Share

"Official List"   

means the official list maintained by the UK Listing Authority

"Panel"

the Panel on Takeovers and Mergers

"Reckitt Benckiser"

Reckitt Benckiser Group plc and/or, where the context so requires, Reckitt Benckiser plc, the wholly-owned subsidiary of Reckitt Benckiser Group plc which will make the Offer

"Reckitt Benckiser Group" or the "Group"

Reckitt Benckiser and its subsidiaries and subsidiary undertakings

"Regulatory Information Service"

any of the services set out in Appendix 3 to the Listing Rules

"Restricted Jurisdiction"

Canada, Australia, Japan and any other jurisdiction into which it would be unlawful to make the Offer 

"SSL"

SSL International plc, a company registered in England and Wales with the registered number 388828

"SSL Directors"

the directors of SSL International plc as at the Announcement Date

"SSL Dividend"

the proposed final dividend of 8.0 pence per share in respect of the year ended 31 March 2010 which, subject to it being approved by SSL Shareholders at the SSL annual general meeting on 22 July 2010, will be paid on 2 September 2010 to those SSL Shareholders on the register of members of SSL at close of business on 6 August 2010

"SSL Group"

SSL and its subsidiaries and subsidiary undertakings

"SSL Share Schemes"

any of (i) the SSL International plc Performance Share Plan 2005 (ii) the SSL International plc Sharesave Plan 2009 (iii) the SSL International 1996 Executive Share Option Scheme and (iv) the SSL Sharesave Scheme

"SSL Shareholders"

holders of SSL Shares

"SSL Share(s)"

means:

(i)     the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of SSL; and

(ii)     any further ordinary shares of 10 pence each in the capital of SSL which are unconditionally allotted or issued and fully paid before the date on which the Offer closes or before such earlier date as Reckitt Benckiser (subject to the City Code) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances,

but excludes any shares held as treasury shares on such date as Reckitt Benckiser may determine before the date on which the Offer closes (which may be a different date to the date referred to in (ii))

"Superior Proposal"

means a bona fide Alternative Proposal which the SSL Directors consider, acting reasonably and in good faith and after consultation with their legal and financial advisers, is no less likely to be completed on its terms, taking into account all financial, regulatory and other aspects of such offer or possible offer or proposal, than the Offer and which, if consummated, would be superior to the Offer from a financial point of view to SSL Shareholders

"Third Party Announcement"

means an announcement (a) made by a third party, which is not acting in concert with Reckitt Benckiser, of an intention to make an offer (whether or not subject to pre-conditions and whether by takeover offer or scheme of arrangement) for the entire issued share capital of SSL, pursuant to Rule 2.5 of the City Code, or that it is considering making such an offer, or (b) of any other proposal by SSL or to SSL Shareholders, which involves, in any such case, a change of control of SSL (other than the acquisition of control by Reckitt Benckiser and/or a person acting in concert with Reckitt Benckiser) or which involves the disposal of any interest in a material part of the business of SSL or that it is considering any such proposal

"Third Party Transaction"

means the offer or proposal referred to in a Third Party Announcement

"treasury shares"

any SSL Shares held by SSL as treasury shares from time to time

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"Wider Reckitt Benckiser Group"

Reckitt Benckiser and the subsidiaries and subsidiary undertakings of Reckitt Benckiser and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Reckitt Benckiser Group is interested or any undertaking in which Reckitt Benckiser and such undertakings (aggregating their interests) have a significant interest)

"Wider SSL Group"

SSL and the subsidiaries and subsidiary undertakings of SSL and associated undertakings (including any joint venture, partnership, firm or company in which any member of the SSL Group is interested or any undertaking in which SSL and such undertakings (aggregating their interests) have a significant interest)


For the purposes of this announcement, "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

 



[1] This statement should not be construed as meaning that Reckitt Benckiser's earnings per share for the year to 31 December 2010 and subsequent reporting periods will necessarily be greater than Reckitt Benckiser's earnings per share reported for the year ended 31 December 2009.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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