Offer by Bravo InvestmentsPlc
Brooks Service Group PLC
5 December 2000
PART 1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
BRAVO INVESTMENTS PLC
RECOMMENDED CASH OFFER
FOR
BROOKS SERVICE GROUP PLC
AND
POSTING OF THE OFFER DOCUMENT
Summary
* The board of Bravo Investments plc ('Bravo Investments') and the
Independent Directors of Brooks Service Group Plc ('Brooks Service Group')
announce the terms of a recommended cash offer, to be made by Rickitt
Mitchell & Partners Limited on behalf of Bravo Investments, for all the
issued and to be issued ordinary share capital of Brooks Service Group
other than the Brooks Service Group Shares held by John Walters, Patrick
Mulcahy and their respective wives.
* The Offer Document will be posted to Shareholders today.
* The Offer is on the basis of 200p in cash for each Brooks Service Group
Share and includes a Loan Note Alternative available to those validly
accepting the Offer.
* The Offer price of 200p per Brooks Service Group Share represents a premium
of approximately 21.2 per cent. over the Closing Price of 165p on 27
November 2000 (the last dealing day prior to the date on which Brooks
Service Group announced that it had received an approach which could lead
to an offer).
* The Offer price of 200p per Brooks Service Group Share values the whole of
the existing issued share capital of Brooks Service Group at approximately
£26.1 million.
* The Offer price of 200p per Brooks Service Group Share values each Brooks
Service Group Share more highly than at any point over the last five years.
* The Independent Directors unanimously recommend Shareholders to accept the
Offer.
* Simon Brooks, the Chairman of Brooks Service Group, members of his
immediate family and their family and trustees of their family
trusts have given irrevocable undertakings to Bravo Investments to accept
the Offer in respect of their entire holdings amounting in aggregate to
1,812,421 Brooks Service Group Shares (representing approximately 13.9 per
cent. of the existing issued share capital of Brooks Service Group). In
addition, Mr Brooks has agreed that he will pay to Alchemy Partners
(Guernsey) any increased net receipts, and an amount equal to any increased
net receipts of his wife and pension fund, resulting from a higher offer,
should one be made and become unconditional.
* In addition, the other Independent Directors have given further irrevocable
undertakings to Bravo Investments to accept the Offer in respect of their
entire beneficial holdings amounting in aggregate to 217,500 Brooks Service
Group Shares (representing approximately 1.6 per cent. of the existing
issued share capital of Brooks Service Group).
* Thus, Bravo Investments has received irrevocable undertakings to accept
the Offer in respect of a total of 2,029,921 Brooks Service Group Shares,
representing approximately 15.5 per cent. of the existing issued ordinary
share capital of the Company. These irrevocable undertakings remain binding
in the event of a higher offer, unless the Offer lapses or is withdrawn.
* If the Offer becomes or is declared unconditional in all respects, John
Walters and Patrick Mulcahy, the Chief Executive and Finance Director of
Brooks Service Group respectively, will join the boards of Bravo
Investments and its parent company Bravo Holdings.
* Paul Bridges, a director of Bravo Investments, said:
'The board of Bravo Investments believes that full acceptance of the Offer
will enable Brooks Service Group Shareholders to realise the cash value of
their investment in Brooks Service Group, without incurring dealing
charges, at a premium of approximately 21.2 per cent. to the Closing Price
on 27 November 2000; relieve Brooks Service Group of the regulatory burdens
of being a listed company; enhance the ability of Brooks Service Group's
businesses to respond to the opportunities and demands of their markets as
they arise; and enable Brooks Service Group to access sources of capital
and adopt financial structures which are not appropriate for a listed
company.'
* Commenting on the Offer, Simon Brooks, Chairman of Brooks Service Group,
said:
'Your directors have for some time been concerned that the Brooks Service
Group Share price does not reflect fully the value of the business and its
prospects and have been reviewing alternative strategies for the Company.
They have concluded that the Offer represents an opportunity which they
consider to be in the best interests of the Shareholders as a whole, at the
present time. The Independent Directors accordingly unanimously recommend
Brooks Service Group Shareholders to accept the Offer.'
This summary should be read in conjunction with the full text of the
attached announcement of the Offer.
Press enquiries
For further information, please contact:
Bravo Investments 020 7240 9596
Paul Bridges
Rickitt Mitchell 0161 834 0600
Roger Clement
Matthew Bryden-Smith
Brooks Service Group 01454 614 668
Simon Brooks
Rowan Dartington 0117 933 0020
John Wakefield
Rickitt Mitchell & Partners Limited ('Rickitt Mitchell'), which is regulated
in the United Kingdom by The Securities and Futures Authority Limited, is
acting exclusively for Bravo Holdings and Bravo Investments and no-one else in
connection with the Offer and will not be responsible to anyone other than
Bravo Holdings and Bravo Investments for providing the protections afforded to
its customers or for providing advice in relation to the Offer.
Rowan Dartington & Co. Limited ('Rowan Dartington'), which is regulated in the
United Kingdom by The Securities and Futures Authority Limited, is acting
exclusively for Brooks Service Group (acting through its Independent
Directors) and no one else in connection with the Offer and will not be
responsible to anyone other than Brooks Service Group (acting through its
Independent Directors) for providing the protections afforded to its customers
or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails or any means of instrumentality (including without limitation
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer should not be accepted by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan. To accept the Offer by any such use, means,
instrumentality or facility or from within any such country may render invalid
any purported acceptance. Accordingly, copies of this announcement are not
being, and must not be mailed, or otherwise forwarded, distributed or sent in,
into or from (whether by use of the mails or any means or instrumentality
(including, without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of) the United States, Canada, Australia or Japan.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) or
under any relevant securities laws of any state or territory of the United
States or the relevant securities laws of Japan and the relevant clearances
have not been, and will not be, obtained from the securities commission of any
province of Canada. No prospectus in relation to the Loan Notes has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission. Accordingly, the Loan Notes are not being, and may not
be, offered, sold, resold or delivered, directly or indirectly to or for the
account or benefit of any US person or in or into the United States, Canada,
Australia or Japan (except pursuant to an exemption, if available, from any
applicable registration requirements and otherwise in compliance with all
applicable laws).
This announcement is made on behalf of Bravo Investments and has been approved
by Rickitt Mitchell & Partners Limited who are regulated by The Securities and
Futures Authority Limited, solely for the purpose of section 57 of the
Financial Services Act 1986.
PART 2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
BRAVO INVESTMENTS
RECOMMENDED CASH OFFER FOR BROOKS SERVICE GROUP
1. Introduction
The board of Bravo Investments and the Independent Directors announce the
terms of a recommended cash offer, to be made by Rickitt Mitchell on behalf of
Bravo Investments, for all the issued and to be issued ordinary share capital
of Brooks Service Group, other than the Brooks Service Group Shares held by
John Walters, Patrick Mulcahy and their respective wives, which are subject to
the separate arrangements referred to below.
The Offer Document will be posted to Brooks Service Group Shareholders today.
The Offer is supported by Simon Brooks, members of his immediate family and
trustees of their family trusts in the form of irrevocable undertakings to
accept the Offer in respect of 1,812,421 Brooks Service Group Shares, being
the entire holdings owned or controlled by them, and representing
approximately 13.9 per cent. of the existing issued share capital of Brooks
Service Group. Further, Simon Brooks has agreed to pay to Alchemy Partners
(Guernsey) any of his increased net receipts, and an amount equal to any
increased net receipts of his wife and his pension fund, resulting from a
higher offer, should one be made and become unconditional.
In addition, Bravo Investments has received irrevocable undertakings to accept
the Offer from the other Independent Directors in respect of a further 217,500
Brooks Service Group Shares, being the entire holdings owned or controlled by
them, and representing approximately 1.6 per cent. of the existing issued
share capital of Brooks Service Group.
Accordingly, Bravo Investments has received irrevocable undertakings in
respect of a total of 2,029,921 Brooks Service Group Shares, representing
approximately 15.5 per cent. of the existing issued share capital of Brooks
Service Group. These irrevocable undertakings remain binding in the event of a
higher offer, unless the offer lapses or is withdrawn.
Bravo Holdings and Bravo Investments have entered into the Shareholders'
Agreement, which is conditional upon the Offer becoming or being declared
unconditional in all respects, under which Bravo Investments will acquire all
of the Management Brooks Service Group Shares, which, before the exercise of
any option under the Brooks Service Group Share Option Schemes, in aggregate
amount to 189,500 Brooks Service Group Shares, representing approximately 1.5
per cent. of the existing issued share capital of Brooks Service Group, in
exchange for Bravo Investments Shares, cash and Loan Notes. The Bravo
Investments Shares will then be exchanged for shares in Bravo Holdings
pursuant to put and call option arrangements. The Management Brooks Service
Group Shares will therefore be acquired outside the terms of the Offer, but on
terms which Rowan Dartington has advised the Independent Directors are fair
and reasonable in the context of the Offer.
Bravo Investments is a newly incorporated company formed for the purpose of
making the Offer and is a wholly owned subsidiary of Bravo Holdings, a
management buy-out vehicle promoted by, and financed by funds managed by,
Alchemy Partners (Guernsey). Further information on Bravo Holdings and Bravo
Investments and a description of the financing arrangements of the Offer are
set out in the Offer Document.
The first closing date of the Offer is 3 January 2001. The procedure for
acceptance is set out in the Offer Document which will be posted to Brooks
Service Group Shareholders today.
2. The Offer
On behalf of Bravo Investments, Rickitt Mitchell offers to acquire all of the
Brooks Service Group Shares, subject to the terms and conditions set out below
and in Appendix I to this announcement, and the further terms set out in the
Offer Document and the accompanying Form of Acceptance, on the following
basis:
for each Brooks Service Group Share 200p in cash
The Offer includes a Loan Note Alternative as detailed in paragraph 3 below.
The Offer price of 200p per Brooks Service Group Share values the whole of the
existing issued share capital of Brooks Service Group at approximately £26.1
million. Based on a Closing Price of 165p on 27 November 2000 (the last
dealing day prior to the date on which Brooks Service Group announced that it
had received an approach which could lead to an offer), the Offer represents a
premium of approximately 21.2 per cent. and values each Brooks Service Group
Share more highly than at any point over the last five years.
The Offer is being made for any Brooks Service Group Shares which are
unconditionally allotted or issued and fully paid on the date of this
announcement, other than any such Shares that are already held by Bravo
Investments, and further such Shares which are unconditionally allotted or
issued prior to the date on which the Offer closes (or such earlier date as
Bravo Investments may, subject to the Code, decide), including any such Shares
which are so unconditionally allotted or issued pursuant to the exercise of
options under the Brooks Service Group Share Option Schemes.
The Brooks Service Group Shares the subject of the Offer will be acquired
fully paid and free from all liens, charges, equitable interests, encumbrances
and other third party interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the right to all
dividends and distributions hereafter declared, made or paid.
3. The Loan Note Alternative
Brooks Service Group Shareholders who validly accept the Offer may elect to
receive Loan Notes instead of all or part of the cash consideration to which
they would otherwise be entitled under the terms of the Offer on the following
basis:
for every £1 of cash consideration £1 nominal of Loan Notes
The Loan Notes will be issued, credited as fully paid, in amounts and integral
multiples of £1 nominal value. The Loan Notes will bear interest at the rate
of 1 per cent. per annum below LIBOR payable (subject to any requirement to
deduct tax therefrom) half yearly in arrears on 30 April and 31 October each
year, with the first payment being due on 31 October 2001. They will be
repayable at the option of the noteholder on 30 April 2002, or, if later, on
the first interest payment date following the first anniversary of their date
of issue, or on any subsequent interest payment date, either in full or in
multiples of £100. Any outstanding Loan Notes will be repaid in full on 30
April 2006. Payment of principal (but not interest) under the Loan Notes will
be guaranteed by Barclays Bank PLC.
The Loan Notes will be transferable in integral multiples of £100. No
application will be made for the Loan Notes to be listed or dealt in on any
stock exchange. Rickitt Mitchell has advised that, based on market conditions
as at 4 December 2000 (the latest practicable date prior to this announcement)
they estimate that the value of the Loan Notes if they had been in issue at
that date would have been not less than 98p per £1 of nominal value.
The Loan Note Alternative will remain open for acceptance until 3.00 p.m. on 3
January 2001 (or such later time and/or date to which it may be extended).
Further details of the Loan Notes and the tax consequences for UK resident
Brooks Service Group Shareholders who elect for the Loan Note Alternative are
set out in the Offer Document.
4. Irrevocable undertakings to accept the Offer
As stated in paragraph 1 above, Bravo Investments has received binding
irrevocable undertakings to accept the Offer from the Independent Directors,
members of their immediate families and trustees of their family trusts, in
respect of 2,029,921 Brooks Service Group Shares, representing, in aggregate,
approximately 15.5 per cent. of Brooks Service Group's existing issued share
capital. These Shareholders are obliged to accept the Offer even in the event
of a higher offer being made by a third party, unless the Offer lapses or is
withdrawn.
5. Information on Brooks Service Group
Brooks Service Group is engaged in the provision of textile care and rental
services to commerce, industry and the home through its linen, workwear and
retail operating divisions.
The interim results for the 6 months ended 24 June 2000 were announced on 22
September 2000. Brooks Service Group reported a profit before taxation of
£1.28 million on turnover of £16.9 million, with diluted earnings per share of
6.84p. The interim dividend of 2.50p referred to in the interim results was
paid on 17 November 2000. The net assets of Brooks Service Group at 24 June
2000 were £13.2 million. The full text of the announcement is set out in the
Offer Document.
For the year ended 25 December 1999, Brooks Service Group reported a profit
before taxation of £2.83 million (1998 - £2.20 million) on turnover of £35.1
million (1998 - £34.4 million), with diluted earnings per share of 15.31p
(1998 - 11.84p). A final dividend of 4.00p per share was declared in respect
of that financial year and paid making 6.00p for the full year (1998 - 3.40p
and 5.00p respectively). The net assets of Brooks Service Group at 25
December 1999 were £12.5 million (1998 - £11.3 million).
Further information on Brooks Service Group is set out in the Offer Document.
6. Information on Bravo Holdings Group
Bravo Holdings Group comprises two newly incorporated companies set up on
behalf of the Alchemy Investment Plan specifically for the purpose of
acquiring Brooks Service Group.
Bravo Investments is a wholly owned subsidiary of Bravo Holdings. Bravo
Holdings has been formed to act as the holding company for Bravo Investments
and provide it with finance to carry out the Offer. Bravo Holdings is
presently beneficially owned by the Alchemy Investment Plan.
The boards of Bravo Holdings and Bravo Investments each comprise Paul Bridges
and Martin Bolland, who are partners of Alchemy Partners. Following the Offer
having become or being declared unconditional in all respects, it is proposed
that Mr Walters will join the boards of Bravo Holdings and Bravo Investments
as Chief Executive and Mr Mulcahy will join the boards of Bravo Holdings and
Bravo Investments as Finance Director. Mr Walters and Mr Mulcahy have agreed,
pursuant to the Shareholders' Agreement, to enter into service agreements with
Bravo Holdings upon the Offer becoming or being declared unconditional in all
respects.
Bravo Holdings and Bravo Investments have entered into the Shareholders'
Agreement, which is conditional upon the Offer becoming or being declared
unconditional in all respects, under which Bravo Investments will acquire all
the Management Brooks Service Group Shares, which, before the exercise of any
option under the Brooks Service Group Share Option Schemes, in aggregate
amount to 189,500 Brooks Service Group Shares, representing approximately 1.5
per cent. of the existing issued share capital of Brooks Service Group, in
exchange for Bravo Investments Shares, cash and Loan Notes. The Management
Brooks Service Group Shares will therefore be acquired outside the terms of
the Offer, but on terms which Rowan Dartington has advised the Independent
Directors are fair and reasonable in the context of the Offer.
Pursuant to the Shareholders' Agreement, the Bravo Investments Shares held by
Management shall be the subject of put and call option arrangements whereby
Management may require Bravo Holdings to acquire, and Bravo Holdings can
require Management to sell, the Bravo Investments Shares held by Management,
in exchange for Consideration Shares.
On completion of the arrangements under the Shareholders' Agreement, and
following exercise of either the put or call option, Mr Walters will receive
118,450 Consideration Shares (representing approximately 11.8 per cent. of the
issued share capital of Bravo Holdings) and cash of £10,746, and Mrs Walters
will receive cash of £10,754 and Loan Notes in a nominal amount of £167,050,
for the transfer to Bravo Investments of 153,500 Brooks Service Group Shares.
Mr Mulcahy will receive 78,968 Consideration Shares (representing
approximately 7.9 per cent. of the issued share capital of Bravo Holdings),
cash of £15,652 and Loan Notes in a nominal amount of £21,720, and Mrs Mulcahy
will receive cash of £15,660, for the transfer to Bravo Investments of 66,000
Brooks Service Group Shares (having exercised options over 30,000 Shares under
the Brooks Service Group Share Option Schemes).
Conditionally on the Offer having become or being declared unconditional in
all respects, Alchemy Partners (Guernsey), The RMP Investment Partnership,
Pinto Partners LP, Mr M S Lawson and Mr F Bretherton have agreed pursuant to
the Shareholders' Agreement, as further described in the Offer Document, to
subscribe for 763,322, 12,908, 15,812, 5,270 and 5,270 ordinary shares of 1p
each in Bravo Holdings at £1 per share respectively and Alchemy Partners
(Guernsey), Pinto Partners LP, Mr M S Lawson and Mr F Bretherton have also
agreed to subscribe for £13,719,678, £284,188, £94,730 and £94,730 of
Discounted Loan Stock respectively. The majority of the proceeds of the
subscription for shares in Bravo Holdings and Discounted Loan Stock will be
used to fund the consideration under the Offer.
Following such subscriptions, the completion of the Shareholders' Agreement
and the exercise of either the put or call options, the Alchemy Investment
Plan will beneficially own approximately 76.4 per cent. of the issued share
capital of Bravo Holdings, Pinto Partners LP, Mr M S Lawson and Mr F
Bretherton will own in aggregate approximately 2.6 per cent., The RMP
Investment Partnership will hold approximately 1.3 per cent. and Management
will own approximately 19.7 per cent.
Pursuant to the Shareholders' Agreement, Mr Walters and Mr Mulcahy shall be
entitled to grant options to transfer up to 18,000 and 12,000 of their shares
in Bravo Holdings to employees of the Bravo Holdings Group. Such options shall
only be exercisable on a sale or listing of Bravo Holdings and, save in
certain prescribed circumstances, shall lapse in the event that the relevant
employee ceases to be employed prior to such sale or listing.
Bravo Holdings and Bravo Investments have entered into a facility agreement
with Barclays Bank PLC for acquisition loan facilities totalling £16 million
and a facility for a guarantee of the Loan Notes. These are to be secured
initially on the assets of Bravo Investments and Bravo Holdings. Bravo
Investments is under an obligation to procure security from certain companies
within the Group following completion of the acquisition of Brooks Service
Group.
7. Information on Alchemy Partners
Alchemy Partners is a venture capital investment advisory business established
on 20 January 1997 which advises Alchemy Partners (Guernsey).
Alchemy Partners (Guernsey) is a registered Guernsey company which manages the
Alchemy Investment Plan and carries out investments based on recommendations
put forward by Alchemy Partners. Alchemy Partners (Guernsey) considers any
such recommendations and is solely responsible for the final decision to
invest.
The Alchemy Investment Plan has invested or committed to invest in aggregate
approximately £572 million. Investors in the Alchemy Investment Plan include
major banking institutions and pension funds. The Alchemy Investment Plan
comprises 67 limited partnerships, each committed to investing between £1
million and £23 million per annum totalling in aggregate £244 million per
annum. In addition, it includes investments from the individual partners of
Alchemy Partners.
Save that Brooks Service Group provides linen services to the Paramount Hotels
Group Limited, an Alchemy Investment Plan investee company, to an annual value
of not more than £0.3 million, and that Brooks Service Group provides linen
services to Old English Inns plc, of which Eric Walters (a partner of Alchemy
Partners) is Chairman, to an annual value of not more than £0.2 million, no
investments made on behalf of the Alchemy Investment Plan prior to the Offer
have any known connection with Brooks Service Group and none of the partners
of Alchemy Partners, or the directors of Alchemy Partners (Guernsey), has any
prior interest in Brooks Service Group.
8. Reasons for the Offer
The board of Bravo Investments believes that full acceptance of the Offer
will:
* enable Brooks Service Group Shareholders to realise the cash value of their
investment in Brooks Service Group, without incurring dealing charges, at a
share price which is at a premium of approximately 21.2 per cent. to the
Closing Price of 165p on 27 November 2000;
* relieve Brooks Service Group of the financial, managerial and regulatory
burdens of being a listed company;
* enhance the ability of Brooks Service Group's divisions to respond to the
opportunities and demands of their markets as they arise in a way which may
not be possible for Brooks Service Group as a small company subject to the
constraints of a listing; and
* enable Brooks Service Group to access sources of capital and adopt
financial structures which are not appropriate for a listed company.
Upon completion of the Offer, Bravo Investments intends to review the strategy
of each of Brooks Service Group's divisions with a view to building on the
success of Brooks Service Group over the last few years.
9. Management and employees
The board of Bravo Investments has given assurances to the board of Brooks
Service Group that the existing employment rights, including pension rights,
of the employees of Brooks Service Group will be fully safeguarded.
The Independent Directors have agreed to resign from the boards of Brooks
Service Group and its subsidiaries, where relevant, upon the Offer becoming or
being declared unconditional in all respects, subject to discharge of the
Company's financial obligations under each of their respective service
agreements or letters of appointment.
10. Brooks Service Group Share Option Schemes
All subsisting options under the Brooks Service Group Share Option Schemes
which are not already exercisable will become exercisable upon the Offer
becoming or being declared unconditional in all respects (or when
optionholders receive notice to that effect). Optionholders who exercise
their options while the Offer remains open for acceptance may accept the
Offer.
In addition, optionholders under the Brooks Service Group Share Option Schemes
will be offered the opportunity to cancel their options in return for a cash
payment equal to the difference between 200p per Share and the exercise price
per Share multiplied by the number of Brooks Service Group Shares subject to
the options being capable of exercise.
11. Compulsory acquisition procedures and de-listing
If Bravo Investments acquires (in accordance with section 429(8) of the
Companies Act) and/or receives acceptances under the Offer in respect of an
aggregate amount of 90 per cent. or more of the Brooks Service Group Shares to
which the Offer relates, Bravo Investments intends to apply the provisions of
sections 428 to 430F of the Companies Act to acquire compulsorily any
outstanding Brooks Service Group Shares.
If the Offer becomes unconditional in all respects and subject to any
applicable requirements of the UK Listing Authority, Bravo Investments intends
(whether or not it is able to apply the compulsory acquisition procedures
referred to above) to apply for cancellation of listing of Brooks Service
Group Shares on the Official List 21 days after the Offer has become
unconditional in all respects and to re-register Brooks Service Group as a
private company under the relevant provisions of the Companies Act. Once
de-listed, Brooks Service Group Shares will no longer be traded on a
recognised exchange and accordingly the market for those Shares will be more
limited, they may be difficult to sell and trading is likely to involve a
higher degree of risk than is the case with investments which are traded on
recognised investment exchanges.
12. General
At the close of business on 4 December 2000, John Walters and his wife held
153,500 Brooks Service Group Shares and Patrick Mulcahy and his wife held
36,000 Brooks Service Group Shares and options over an aggregate of 30,000
Brooks Service Group Shares under the Brooks Service Group Share Option
Schemes.
The Independent Directors have agreed that Brooks Service Group should pay
£265,000 to Alchemy Partners (Guernsey) in the event that the Independent
Directors withdraw their recommendation of the Offer, or if another higher
offer is made which becomes unconditional, or if the Independent Directors
recommend another offer.
Save as disclosed herein, neither Bravo Investments nor any person deemed to
be acting in concert with Bravo Investments, owns or controls any Brooks
Service Group Shares or has any options to acquire any Brooks Service Group
Shares.
Rickitt Mitchell has confirmed that resources are available to Bravo
Investments sufficient to satisfy full acceptance of the Offer.
The value of the Offer has been calculated on the basis of 13,068,367 Brooks
Service Group Shares in issue as at 4 December 2000.
The formal Offer Document, setting out details of the Offer and the Form of
Acceptance, will be dispatched today.
The availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of, and
observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into or by use of
the mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States, Canada,
Australia or Japan and the Offer should not be accepted by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan. To accept the Offer by any such use, means,
instrumentality or facility or from within any such country may render invalid
any purported acceptance. Accordingly, copies of this announcement are not
being, and must not be mailed or otherwise forwarded, distributed or sent in,
into or from (whether by use of the mails or any means or instrumentality
(including, without limitation, telephonically or electronically), of
interstate or foreign commerce of, or any facilities of a national securities
exchange of) the United States, Canada, Australia or Japan.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) or
under any relevant securities laws of any state or territory of the United
States or the relevant securities laws of Japan and the relevant clearances
have not been, and will not be, obtained from the securities commission of any
province of Canada. No prospectus in relation to the Loan Notes has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission. Accordingly, the Loan Notes are not being, and may not
be offered, sold, resold or delivered, directly or indirectly to or for the
account or benefit of, any US person or in or into the United States, Canada,
Australia or Japan (except pursuant to an exemption, if available, from, any
applicable registration requirements and otherwise in compliance with all
applicable laws).
Rickitt Mitchell, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively for Bravo Holdings and
Bravo Investments and no one else in connection with the Offer and will not be
responsible to anyone other than Bravo Holdings and Bravo Investments for
providing the protections afforded to its customers or for providing advice in
relation to the Offer.
Rowan Dartington, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively for Brooks Service Group
and no one else in connection with the Offer and will not be responsible to
anyone other than Brooks Service Group for providing the protections afforded
to its customers or for providing advice in relation to the Offer.
This announcement does not constitute an offer or invitation to purchase
securities. The conditions and principal further terms of the Offer are set
out in Appendix I to this announcement. The Offer will be subject to further
terms to be set out in the Offer Document and in the related Form of
Acceptance.
Appendix II contains definitions of certain terms used in this announcement.
Appendix III contains illustrative tables showing the financial effects of
acceptance of the Offer on the bases and assumptions set out therein.
13. Responsibility statements
(a) Martin Bolland and Paul Bridges (as the directors of Bravo Investments
and Bravo Holdings and as partners of Alchemy Partners) and Iain Stokes
and Laurence McNairn (as directors of Alchemy Partners (Guernsey)) accept
responsibility for the information contained in this announcement, other
than information relating to Brooks Service Group, the directors of
Brooks Service Group and members of their immediate families and persons
connected with them. To the best of their knowledge and belief (having
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they take
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
(b) The directors of Brooks Service Group accept responsibility for the
information contained in this announcement relating to Brooks Service
Group, the directors of Brooks Service Group (solely in their capacity as
directors of Brooks Service Group) and members of their immediate
families and persons connected with them, with the exception of any
opinion of the Independent Directors relating to the recommendation of
the Offer and the recommendation itself. To the best of the knowledge and
belief of the directors of Brooks Service Group (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they take responsibility is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
(c) The Independent Directors accept responsibility for any opinion of the
Independent Directors relating to the recommendation of the Offer and the
recommendation itself. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for
which they take responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
MORE TO FOLLOW