Offer by Momentai,Final Rslts
Crown Eyeglass PLC
20 June 2000
PART 1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA
OR JAPAN RECOMMENDED OFFER
FOR CROWN EYEGLASS plc
AND ANNOUNCEMENT OF PRELIMINARY RESULTS OF CROWN EYEGLASS plc FOR
THE YEAR
ENDED
2 APRIL 2000
20 JUNE 2000
Key highlights:
* The Independent Director of Crown Eyeglass, having taken responsibility
for considering the Offer on behalf of Crown Eyeglass
Shareholders, and the board of Momentai plc ('Momentai')
announce the terms of a recommended offer to be made by
Momentai to acquire the whole of the issued share capital
of Crown Eyeglass.
* The Offer will be 90 pence in cash for each Crown Eyeglass Share,
valuing the whole of the existing issued share capital of Crown
Eyeglass at £1.44 million.
* The Offer represents a premium of approximately 28 per
cent. to the Closing Price of 70 pence per Crown Eyeglass Share
on 14 June 2000, being the last dealing day prior to the announcement
that the Company was in talks with its Executive Directors concerning
a possible offer for Crown Eyeglass.
* As an alternative to receiving cash, accepting Crown Eyeglass
Shareholders (other than certain overseas Crown Eyeglass
Shareholders) may elect to receive, in respect of all or part
of their Crown Eyeglass Shareholding, unsecured 10 per cent.
loan notes 2005 in Momentai.
* The Loan Notes to be issued pursuant to the Loan Note Alternative
will bear interest at a rate of 10 per cent. per annum payable in
two instalments on 30 April and 31 October in each year ('Interest
Payment Dates').
* The Loan Notes will be redeemed in full on 30 April 2005.
The Loan Notes will also be redeemable at the option of the holders
of the Loan Notes on any Interest Payment Date occurring on or after
30 April 2002.
* The Loan Notes are unsecured and are not guaranteed or convertible
into equity. No application is intended to be made
for the Loan Notes to be issued or dealt in on any stock
exchange.
* Momentai is a newly incorporated company which has not traded
and has been acquired by the Executive Directors, specifically
for the purpose of making the Offer for Crown Eyeglass. Momentai
is, and if the Offer were to become or to be declared unconditional
in all respects would still be, wholly owned by the Executive
Directors.
* As at the date of this announcement, Momentai has received
irrevocable undertakings to accept the Offer from the Executive
Directors, their immediate families and a related family trust and
certain other Crown Eyeglass Shareholders in respect of 1,051,575
Crown Eyeglass Shares in aggregate, representing approximately 65.7
per cent. of the existing issued share capital of Crown Eyeglass.
* Crown Eyeglass also today announces its preliminary results for
the financial year ended 2 April 2000 and the text of the statement
issued by the Company is set out in Part 3 of this announcement.
* Because of the aggregate size of the shareholdings in Crown Eyeglass
held by the Executive Directors, their immediate families and a related
family trust, the Panel has required the Offer to be first approved by
an ordinary resolution passed by the Independent Crown Eyeglass
Shareholders. Certain of the Independent Crown Eyeglass Shareholders
have undertaken to vote in favour of the ordinary resolution in respect
of 466,700 Crown Eyeglass Shares, carrying 45.97 per cent. of the votes
capable of being cast at the EGM.
Alan Watson, the Independent Director, commented:
'Against a background of poor trading conditions in Sweden, an
increasingly competitive environment in the UK and the low stock
market rating of the Company, I believe the Offer provides
Crown Eyeglass Shareholders with the opportunity of realising
their investment on a fair and reasonable basis.'
This summary should be read in conjunction with the full text of
this press announcement, which includes further information.
For further enquiries, contact:
Joe Lee or Martin Lee, Momentai 01254 51535
Philip Johnson, Brown Shipley
0161 214 6540
PART 2
RECOMMENDED OFFER BY MOMENTAI FOR CROWN EYEGLASS
INTRODUCTION
On 15 June 2000, Crown Eyeglass announced that it was in talks with the
Executive Directors which may or may not lead to an offer being made for the
entire issued share capital of Crown Eyeglass. Further to that statement, the
board of Momentai and the Independent Director announce today that they have
reached agreement on the terms of a recommended offer to be made by Momentai
to acquire the entire issued share capital of Crown Eyeglass. The Offer will
be 90 pence in cash for each Crown Eyeglass Share which values the entire
issued share capital of Crown Eyeglass at approximately £1.44 million and
represents a premium of approximately 28 per cent. to the Closing Price of 70
pence per Crown Eyeglass Share on 14 June 2000, being the last
dealing day prior to the date on which Crown Eyeglass announced
that it was in talks with the Executive Directors which might
lead to an offer being made for Crown Eyeglass.
Momentai is a newly incorporated company that has not traded and
has been acquired by the Executive Directors specifically for
the purposes of making the Offer. Momentai is, and if the Offer
were to become or to be declared unconditional in all respects
would still be, wholly owned by the Executive Directors. In view
of the involvement of the Executive Directors in the Offer, the
Independent Director, Alan Watson, has taken responsibility for
considering the Offer and for making the appropriate
recommendation to Crown Eyeglass Shareholders.
As at the date of this announcement, Momentai has received
irrevocable undertakings to accept the Offer from the Executive
Directors, their immediate families and a related family trust in
respect of their own shareholdings amounting to 584,875 Crown
Eyeglass Shares representing, in aggregate, 36.5 per cent. of
the existing issued share capital of Crown Eyeglass. In
addition, certain other Crown Eyeglass Shareholders have
irrevocably undertaken to accept the Offer in respect of 466,700
Crown Eyeglass Shares representing, in aggregate, 29.2 per
cent. of the existing issued share capital of Crown Eyeglass. The
Independent Director, who has been so advised by Brown Shipley,
considers the terms of the Offer to be fair and reasonable.
Accordingly, the Independent Director recommends all Crown Eyeglass
Shareholders to accept the Offer. In providing advice to the Independent
Director, Brown Shipley has taken into account the commercial assessments of
the Independent Director.
Crown Eyeglass today announces its preliminary results for the
financial year ended 2 April 2000, further details of which are
set out in Part 3 of this announcement.
The Offer
Momentai will offer to acquire, on the terms and conditions
set out or referred to in Appendix II to this announcement, the
Offer Document and in the Form of Acceptance, all of the Crown
Eyeglass Shares on the following basis:
for each Crown Eyeglass Share 90 pence in cash
The Loan Note Alternative
As an alternative to some or all of the cash consideration to
which they would otherwise be entitled under the Offer, accepting
Crown Eyeglass Shareholders (other than certain overseas Crown
Eyeglass Shareholders referred to below) may elect to receive
Loan Notes on the following basis:
for every £1 of cash consideration £1 nominal of Loan Notes
under the Offer
The Loan Notes represent unsecured obligations of Momentai and
are not guaranteed by any bank, other financial institution
or third party. No application is to be made for the Loan Notes
to be listed or dealt in on any stock exchange. The Loan Notes
will not be convertible into equity.
Pannell Kerr Forster have advised that, based on market conditions
on 19 June 2000 (the latest practicable date prior to this
announcement), the estimate of the value of each Loan Note would
have been approximately 90 pence per £1 in nominal value.
Further details of the Loan Note Alternative and the rights
attaching to the Loan Notes will be set out in the Offer Document.
The Loan Note Alternative will not be available to Crown Eyeglass Shareholders
who are, or who are acting on behalf of, certain overseas persons or are
resident in any jurisdiction in which the Loan Note
Alternative would constitute a violation of applicable laws.
Momentai reserves the right, at any time on or after the date
on which the Offer becomes or is declared unconditional as to
acceptances, to close the Loan Note Alternative on giving not less
than 14 days' notice, notwithstanding that the Offer
remains open for acceptance.
Terms and conditions of the Offer
Crown Eyeglass Shares will be acquired by Momentai fully paid and
free from all liens, equities, charges, encumbrances
and other interests and together with all rights now or in the
future attaching to them, including the right to receive and
retain all dividends and other distributions declared, made or
payable after the date of this announcement.
The conditions of the Offer are set out in full in Appendix II.
Compulsory acquisition and cancellation of AIM
quotation
Assuming sufficient acceptances are received, Momentai intends to
apply the provisions of sections 428 to 430F (inclusive) of the
Act to enable it to acquire compulsorily any outstanding Crown
Eyeglass Shares.
If the Offer becomes or is declared unconditional in
all respects then, irrespective of the level of acceptances
and whether or not Momentai is in a position to apply the
provisions of sections 428 to
430F (inclusive) of the Act to enable it to acquire
compulsorily all outstanding Crown Eyeglass Shares, Crown
Eyeglass Shareholders are given notice that Momentai intends to
apply for the cancellation of Crown Eyeglass's AIM quotation with
effect from 20 business days from such date.
Background to and reasons for the Offer
In considering the Offer, the Independent Director has taken into account the
benefits to Crown Eyeglass Shareholders of accepting the Offer as compared
with the benefits of remaining as a shareholder in Crown Eyeglass.
In the Chairman's statement in the preliminary results for the year ended 2
April 2000, set out in Part 3 of this announcement, reference is
made to the poor trading conditions of the Swedish subsidiary, Direkt
Optik AB, an increasingly competitive environment in the UK and the fact
that Crown Eyeglass suffers a disproportionately high tax charge which
reduces the profits distributable to Crown Eyeglass Shareholders. Against
this background,and having regard to the low stock market rating
of the Company, the lack of demand from institutional investors and the
limited liquidity of Crown Eyeglass Shares, the Independent Director believes
that the Offer provides an opportunity for Crown Eyeglass Shareholders to
realise their investment, without incurring dealing charges, on a fair and
reasonable basis.
The Offer is at a premium of approximately 28 per cent. to the Closing Price
on the date before Crown Eyeglass announced that it was in talks with the
Executive Directors, which in the opinion of the Independent Director,
represents fair value and which may not otherwise be available to Crown
Eyeglass Shareholders in the near future.
Information relating to Momentai Momentai is a newly incorporated company
which has not traded and which has been acquired by the Executive Directors
for the purpose of making the Offer.
The Executive Directors of Crown Eyeglass who comprise the board of directors
of Momentai will, following the Offer becoming or being declared unconditional
in all respects, continue to be employed under their existing service
contracts with Crown Eyeglass.
These Crown Eyeglass Shareholders who have provided irrevocable undertakings
to Momentai to accept the Offer received by Momentai at the date of this
announcement have elected to accept the Loan Note Alternative. As a result,
the maximum aggregate cash consideration payable under the Offer will be
approximately £493,583. Barclays Bank has agreed to make available a committed
loan facility in the maximum amount of £700,000 to Momentai for the purpose of
financing the Offer and the costs associated with the Offer. The financing
from Barclays Bank is conditional upon, amongst other things, the
Offer becoming or being declared unconditional in all respects.
Information relating to Crown Eyeglass
The principal activity of Crown Eyeglass is the manufacture and distribution
of spectacles, readymade reading glasses and related accessories.
Financial effects of acceptance
The following tables set out, for illustrative purposes only and on the bases
and assumptions set out below, the financial effects of acceptance on capital
value and gross income for a holder of 1,000 Crown Eyeglass Shares accepting
the Offer if the Offer becomes or is declared unconditional in all respects:
Notes The The Loan
Offer Note
Alternative
£ £
A - Decrease in capital value
Cash consideration for 1000 Crown Eyeglass Shares 900 -
Value of £900 nominal Loan Notes (i) - 810
Market value of 1000 Crown Eyeglass Shares (ii) 1,050 1,050
Decrease in capital value 150 240
This represents a decrease of 14.29% 22.86%
Notes The The Loan
Offer Note
Alternative
£ £
B - Increase in income
Increase from cash consideration (iii) 51 -
Interest income on £900 Loan Notes (iv) - 90
Dividend income from 1,000 Crown Eyeglass Shares (v) 22 22
Increase in income 29 68
This represents an increase of 131.81% 309.09%
Notes
(i) The value of the Loan Notes is based upon
Pannel Kerr Forster's estimate of 90 pence per £1 nominal
value of Loan Notes, had such Loan Notes been in issue.
(ii) Based on the Closing Price of 105 pence per Crown Eyeglass Share
on 19 June 2000, the last dealing date prior to this announcement.
(iii)The gross income from the cash consideration has been calculated
on the assumption that the cash is re-invested to yield approximately
5.63 per cent. per annum, being the gross redemption yield shown by
the FTSE Actuaries 5 year Gilts Index as published in the Financial
Times on 19 June 2000, the latest practicable date prior to the
announcement of the Offer.
(iv) The gross interest income on the Loan Notes is based on an interest
rate of 10 per cent. per annum per Loan Note payable half yearly on
30 April and 31 October in each year.
(v) The gross dividend income from Crown Eyeglass Shares is based on
the total dividend of 2 pence per Crown Eyeglass Share for the financial
year ended 2 April 2000 together with the associated tax credit of
1/9th of the amount payable.
(vi) No account has been taken of any liability to taxation.
Management and employees
The existing rights of employees of Crown Eyeglass and its subsidiaries,
including pension rights, will be fully safeguarded.
The Independent Director intends to resign from the board of Crown Eyeglass if
the Offer becomes or is declared unconditional in all respects.
Extraordinary General Meeting
Because of the aggregate size of the shareholdings in Crown Eyeglass held by
the Executive Directors, their immediate families and a related family trust,
the Panel has required the Offer to be first approved by an ordinary
resolution passed by the Independent Crown Eyeglass
Shareholders at the EGM. Certain of the Independent Crown Eyeglass
Shareholders have signed irrevocable undertakings to accept the Offer and to
vote in favour of the ordinary resolution to be proposed at the EGM to
approve the Offer. Those Independent Crown Eyeglass Shareholders who have so
undertaken to vote in favour of the proposed ordinary resolution hold 466,700
Crown Eyeglass Shares carrying 45.97 per cent.of the votes capable of being
cast by the Independent Crown Eyeglass Shareholders at the EGM.
The passing of this resolution is a condition to the Offer.
Further details of the recommended Offer
Momentai will despatch the Offer Document containing the full terms and
conditions of the Offer and a notice of extraordinary general meeting
of Crown Eyeglass, together with a Form of Acceptance and form of proxy
to Crown Eyeglass Shareholders in due course.
The market prices of the Crown Eyeglass Shares used in this announcement are
derived from the Daily Official List of the London Stock Exchange.
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.
The Executive Directors, their immediate families and a related family trust
hold, in aggregate, 584,875 Crown Eyeglass Shares.
Gillian Douglas, the daughter of Joe Lee, who is deemed to be acting in
concert with Momentai, owns 64,000 Crown Eyeglass Shares, which shares are
included in the number 584,875 referred to above.
This announcement does not constitute an offer or an invitation to purchase
any securities. The conditions and principal further terms of the Offer
are set out in Appendix II to this announcement.
Save as disclosed in this announcement, Momentai has not received any
irrevocable commitments to accept the Offer and neither Momentai, nor any
person deemed to be acting in concert with Momentai, owns or controls any
Crown Eyeglass Shares or has any options to acquire any Crown Eyeglass Shares.
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange of, the
United States, nor is it being made directly or indirectly in or into
Canada, Australia or Japan. Persons wishing to accept the Offer should not
use such mails or any such means, instrumentality or facility for any
purpose directly or indirectly related to the Offer since doing so may
render invalid any purported acceptance of the Offer.
The Loan Notes which may be issued pursuant to the Offer under the Loan Note
Alternative have not been, and will not be, registered under the United States
Securities Act of 1933 (as amended) or under any of the relevant securities
laws of Canada, Australia or Japan. Accordingly, unless an exemption under
such Act or laws is available, the Loan Notes may not be offered, sold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia or Japan.
The directors of Momentai accept responsibility for the information contained
in this announcement other than information relating to the Crown Eyeglass
Group, the directors of Crown Eyeglass, members of their respective immediate
families and a related family trust. To the best of the knowledge and belief
of the directors of Momentai (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Crown Eyeglass accept responsibility for the information
contained in this announcement relating to Crown Eyeglass, the directors of
Crown Eyeglass (solely in their capacity as directors of Crown Eyeglass), and
members of their respective immediate families and a related family trust,but
with the exception of any opinion of the Independent Director relating to the
recommendation of the Offer and the recommendation itself. To the best of the
knowledge and belief of the directors of Crown Eyeglass (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Independent Director accepts responsibility for his opinion relating to
the recommendation of the Offer and for the recommendation itself. To the
best of the knowledge and belief of the Independent Director (who has
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which he is responsible is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
The contents of this announcement, for which the directors of Momentai and the
directors of Crown Eyeglass are responsible, have been approved, solely for
the purposes of section 57 Financial Services Act 1986, by Walker Morris
which is regulated in the conduct of investment business by the Law Society
of England and Wales.
Brown Shipley, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Crown Eyeglass, acting through its
Independent Director, and no-one else in connection with the Offer and
will not be responsible to anyone other than Crown Eyeglass, acting through
its Independent Director, for providing the protections afforded to customers
of Brown Shipley nor for giving advice in relation to the Offer.
PART 3
CROWN EYEGLASS PLC'S PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 2
APRIL 2000.
THE FOLLOWING IS THE TEXT OF THE ANNOUNCEMENT OF CROWN EYEGLASS'S PRELIMINARY
STATEMENT OF RESULTS FOR THE YEAR ENDED 2 APRIL 2000:
Chairman's Statement
Following an improved performance in the second half of the financial year,
both Group turnover and profit for the year to 2 April 2000 (53 weeks) were
ahead compared with the previous financial year (52 weeks).
Group turnover for the full year was £10.743 million compared with £9.891
million, whilst operating profit rose to £209,000 from £36,000.
As was the case last year, the inability to offset losses incurred in Sweden
against UK profits for tax purposes was the main reason for the
disproportionately large tax charge.
The ongoing effect of this tax situation is that the amount of profit
available for distribution to the shareholders via dividends is significantly
reduced as is evidenced by the Board's decision not to propose a final
dividend.
Earnings per share were 2.0p compared with last year's loss per share of
7.4p. Although the grounds for cautious optimism for our UK business to which
I referred in my interim report last December proved justified for the
second half of the year, we are still faced with the problem of turning our
Swedish subsidiary, Direkt Optik AB, into profit . The continuing strength of
the pound has made this task even more difficult, and although the income from
our 20 Swedish shops has made a better start to the new financial year
compared with last year, there is still a long way to go.
In the UK, where we currently operate 31 company owned optical centres and 20
franchises, we are still faced with operating in an increasingly competitive
environment. Therefore, we intend to maintain a prudent strategy and
view expansion in a cautious manner. The Company has experienced very little
interest from institutional investors and a low level of share liquidity. The
share price performance has therefore been disappointing. In view of these
factors and the fact that the Company has not sought to expand through an
acquisition strategy, the directors are agreed that there do not appear to be
any benefits to the Company of retaining its quotation on the Alternative
Investment Market. As a consequence, the Executive Directors have
today announced details of their proposal to take the Company private.
The details of the Offer accompany this statement and will be followed shortly
by a document setting out the terms of the Offer, being sent to all
shareholders. Finally, on behalf of the Board, I should like to thank all of
our employees for their continued support and commitment.
Joe Lee
Chairman
20 June 2000
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 2 APRIL 2000
Year Ended Year Ended
2 April 31 March
2000 1999
£'000 £'000
Turnover 10,743 9,891
Cost of sales (4,202) (3,765)
__________ _________
Gross profit 6,541 6,126
Net operating expenses (6,332) (6,090)
__________ _________
Operating profit 209 36
Net interest receivable/(payable) 6 (29)
__________ _________
Profit on ordinary activities before
taxation 215 7
Taxation on profit on ordinary activities (183) (125)
__________ __________
Profit/(Loss) on ordinary activities
after taxation attributable to 32 (118)
shareholders of Crown Eyeglass plc
Dividends (32) 0
__________ __________
Retained Profit/(Loss) 0 (118)
__________ __________
Earnings/(Loss) per ordinary share 2.0p (7.4p)
CONSOLIDATED BALANCE SHEET AS AT 2 APRIL 2000
As at 2 April 2000 As at 31 March 1999
£'000 £'000 £'000 £'000
FIXED ASSETS
Tangible assets 1,240 1,485
Investments 20 20
_______ ______
1,260 1,505
CURRENT ASSETS
Stocks 890 846
Debtors 868 665
Cash at bank and in hand 946 505
_______ _______
2,704 2,016
CREDITORS:Amounts falling due
within one year (2,046) (1,602)
_______ _______
NET CURRENT ASSETS 658 414
______ _______
TOTAL ASSETS LESS CURRENT
LIABILITIES 1,918 1,919
PROVISIONS FOR LIABILITIES ANDCHARGES
Deferred taxation (115) (130)
______ _______
1,803 1,789
CAPITAL AND RESERVES
Called up share capital 80 80
Share premium account 376 376
Profit and loss account 1,347 1,333
______ _______
1,803 1,789
PART 4
APPENDIX 1
Definitions
The following definitions apply throughout this document and in the
accompanying Form of Acceptance unless the context requires otherwise:
'Act' means the Companies Act 1985 as amended;
'AIM' means the Alternative Investment Market of the London Stock Exchange;
'Barclays Bank' means Barclays Bank PLC;
'Brown Shipley' means Brown, Shipley & Co. Limited;
'City Code' means the City Code on Takeovers and Mergers;
'Closing Price' means the closing middle market price of a Crown Eyeglass
Share as derived from the Daily Official List of the London Stock Exchange;
'Crown Eyeglass' or 'Company' means Crown Eyeglass plc;
'Crown Eyeglass Group' means Crown Eyeglass and its subsidiary undertakings
(as defined in the Act);
'Crown Eyeglass Shareholder' means a holder of Crown Eyeglass Shares;
'Crown Eyeglass Shareholding' means a holding of Crown Eyeglass Shares;
'Crown Eyeglass Shares' means the existing unconditionally allotted or issued
and fully paid ordinary shares of 5 pence each in Crown Eyeglass and
any further such shares which may be issued or unconditionally allotted while
the Offer remains open for acceptance or, subject to the provisions of the
City Code, such earlier date as Momentai may decide;
'Executive Directors' means the executive directors of Crown Eyeglass being
Joseph Geoffrey Lee, Martin Bernard Lee, Deena Singer and Kathleen Thompson;
'EGM' means the extraordinary general meeting of the Company proposed to be
held at which the ordinary resolution approving the Offer is to be proposed;
'Form of Acceptance' means the form of acceptance, authority and election
relating to the Offer to be despatched to Crown Eyeglass Shareholders with the
Offer Document;
'Independent Director' means the independent director of Crown Eyeglass, Alan
Arthur Watson;
'Independent Crown Eyeglass Shareholders' means all Crown Eyeglass
Shareholders excluding the Executive Directors, their immediate families and a
related family trust;
'Loan Note Alternative' means the alternative by which Crown Eyeglass
Shareholders (other than certain overseas Crown Eyeglass Shareholders) validly
accepting 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
Offer;
'Loan Notes' means the unsecured 10 per cent. loan notes 2005 of Momentai to
be constituted by a loan note instrument;
'London Stock Exchange' means London Stock Exchange plc;
'Offer' means the recommended offer by Momentai contained in this document to
acquire all the Crown Eyeglass Shares, including, where the context so
requires, any subsequent revision, variation, extension or renewal of such
offer;
'Offer Document' means the document containing the offer to be despatched to
Crown Eyeglass Shareholders;
'Panel' means the Panel on Takeovers and Mergers;
'UK' or 'United Kingdom' means the United Kingdom of Great Britain and
Northern Ireland;
'UKLA' means the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part IV of the Financial Services Act
1986;
'United States of America' or 'United States' means the United States of
America, its territories and possessions, any states of the United States and
the District of Columbia; and
'wider Crown Eyeglass Group' means Crown Eyeglass and the subsidiaries and
subsidiary undertakings of Crown Eyeglass or any company of which 20 per cent.
or more of the voting capital is held directly or indirectly by Crown Eyeglass
or any partnership, joint venture or firm in which Crown Eyeglass may be
directly or indirectly interested.
APPENDIX II
Conditions and certain further terms of the Offer
The Offer will comply with applicable rules and regulations of the UKLA and
the City Code and will be governed by English Law and subject to the
jurisdiction of the Courts of England.
PART A: CONDITIONS OF THE OFFER
1 THE OFFER WILL BE SUBJECT TO THE FOLLOWING CONDITIONS
1.1 Valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 pm on the first closing date of the
Offer (or such later time(s) and/or date(s) as Momentai may, subject to
the rules of the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Momentai may decide) of the Crown
Eyeglass Shares to which the Offer relates,provided that this condition
will not be satisfied unless Momentai shall have acquired or agreed to
acquire, directly and indirectly and whether pursuant to the Offer or
otherwise, Crown Eyeglass Shares carrying, in aggregate, more than 50
per cent. of the voting rights normally exercisable at general meetings
of Crown Eyeglass.
For the purpose of this condition:
1.1.1 Crown Eyeglass Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting rights they
will carry upon the holders being entered in the register of
members of Crown Eyeglass; and
1.1.2 the expression 'Crown Eyeglass Shares to which the Offer
relates' shall mean:
(a) Crown Eyeglass Shares unconditionally allotted or issued
on or before the date the Offer is made; and
(b) Crown Eyeglass Shares unconditionally allotted or issued
after that date but before the time at which the Offer
closes, or such earlier date, not being earlier than the
date on which the Offer closes, as Momentai may decide
(not,without the consent of the Panel, being earlier than
the date on which the Offer becomes or is declared
unconditional as to acceptances or, if later, the first
closing date of the Offer), but excluding any Crown
Eyeglass Shares which, on the date the Offer is
made, are held or (otherwise than under such a contract
as described in section 428(5) of the Act) contracted to be
acquired by Momentai and/or its associates within the
meaning of section 430E of the Act).
1.2 No government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency,
professional association or any other person or body in any
jurisdiction (each a 'Third Party') having decided to take,
instituted, implemented or threatened any action, proceedings,
suit, investigation, enquiry or reference, or made, proposed or
enacted, any statute, regulation, decision or order, or
taken any other steps which would or might be reasonably
likely to:
1.2.1 make the Offer or its implementation or the proposed
acquisition by Momentai of any shares, directly or
indirectly, in, or control of, Crown Eyeglass void,
illegal or unenforceable, or (in all the following
cases to an extent which is material in the context of
the Offer) otherwise restrain, prohibit, restrict or delay
or otherwise interfere with the implementation of, or
impose additional conditions or obligations with respect
to the Offer or such acquisition, or otherwise challenge,
materially hinder or interfere with the Offer or
such acquisition;
1.2.2 require the divestiture by the wider Crown Eyeglass Group
or Momentai of all or any portion of their respective
businesses, assets or property or impose any
limitation on the ability of any of them to conduct
all or any portion of their respective businesses
or own all or any portion of their respective assets or
property;
1.2.3 impose any material limitation upon, or result in a
material delay in, the ability of Momentai directly or
indirectly to acquire or to hold or to exercise effectively
any rights of ownership of shares in Crown Eyeglass or on
the ability of any member of the wider Crown Eyeglass
Group or Momentai to hold or exercise effectively any
rights of ownership of shares or loans or securities
convertible into shares or any other securities (or
the equivalent) in any member of the wider Crown
Eyeglass Group or to exercise management control over
any such member of the wider Crown Eyeglass Group;
1.2.4 save pursuant to the Offer or Part XIIIA of the Act,
require Momentai to offer to acquire any shares or other
securities or interest in any member of the wider
Crown Eyeglass Group owned by any third party; or
1.2.5 otherwise adversely affect the business, assets, profits or
prospects of Momentai or any member of the wider Crown
Eyeglass Group in a manner which would be material in
the context of the Crown Eyeglass Group taken as a whole;
and all applicable waiting and other time periods during which any
Third Party could decide to take, institute,implement or threaten
any such action, proceeding, suit investigation or enquiry having
expired or been terminated.
1.3 All necessary filings having been made in connection with the Offer and
all statutory or regulatory obligations in any relevant jurisdiction
having been complied with in connection with the Offer or the acquisition
by Momentai of any shares or other securities in, or control of, Crown
Eyeglass and all appropriate waiting periods under any applicable
legislation or regulations of any relevant jurisdiction having expired,
lapsed or been terminated and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals necessary for or in respect of the Offer and the proposed
acquisition of any securities in, or control of, Crown Eyeglass by
Momentai having been obtained in terms and in a form reasonably
satisfactory to Momentai from all appropriate Third Parties or persons
with whom any member of the wider Crown Eyeglass Group has entered into
contractual arrangements and all such authorisations, orders,
recognitions, grants, consents licences, confirmations, clearances,
permissions and approvals, together with all authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions
and approvals necessary to carry on the business of any member of the
wider Crown Eyeglass Group, remaining in full force and effect and there
being no written intimation of any intention to revoke or amend or not to
renew any of them which is or are material at the time at which the Offer
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with in all
material respects.
1.4 There being no provision of any arrangement, agreement, lease, licence,
permit or other instrument to which any member of the wider Crown
Eyeglass Group is a party or by or to which any such member or any of its
assets are bound, entitled or subject and which, in consequence of the
Offer, or the proposed acquisition of any shares or other securities in
Crown Eyeglass or because of a change in the control or management of
Crown Eyeglass or otherwise would or might be reasonably likely to result
in (to an extent which is material in the context of the Crown Eyeglass
Group taken as a whole):
1.4.1 any monies borrowed by, or any other indebtedness (actual or
contingent) of, any such member being or becoming repayable or
capable of being declared repayable prior to their stated
maturity or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited modified or
affected;
1.4.2 the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of
any such member or any such security (whenever arising or having
arisen) becoming enforceable;
1.4.3 any such arrangement, agreement, licence, permit or instrument of
any member of the wider Crown Eyeglass Group being terminated or
adversely modified or any action being taken or any obligation or
liability arising under any such arrangement, agreement, licence,
permit or instrument;
1.4.4 any assets of any such member being or failing to be disposed of
or any right arising under which any such asset could be required
to be disposed of;
1.4.5 the rights, liabilities, obligations, interests or business of
any such member in or with any firm or body or, in the
case of a business, person or any arrangements relating to such
interest or business, being terminated or adversely
modified or affected;
1.4.6 any such member ceasing to be able to carry on business under any
name under which it presently does so;
1.4.7 the value of any member of the wider Crown Eyeglass Group or its
financial or trading position being prejudiced or adversely
affected; and
1.4.8 the creation of any liability, actual or contingent, by any
member of the wider Crown Eyeglass Group;
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 Crown Eyeglass Group is a party or by or to
which any such member or any of its assets is bound, entitled or subject,
is reasonably likely to result in any of the events or circumstances as
are referred to in subparagraphs 1.4.1 to 1.4.8.
1.5 Except as publicly announced by Crown Eyeglass to the London Stock
Exchange prior to the date of this announcement or included in this
announcement, no member of the wider Crown Eyeglass Group having, since
2 April 2000 (being the date to which the preliminary statement of Crown
Eyeglass's final results for the year ended 2 April 2000 was made):
1.5.1 issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into,
or rights, warrants or options to subscribe for or acquire, any
such shares or convertible securities;
1.5.2 recommended, declared, paid, made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise;
1.5.3 authorised or proposed or announced its intention to propose any
merger or demerger or acquisition or disposal of assets of a
material value or shares or any change in its share or loan
capital;
1.5.4 issued or proposed the issue of any debentures or incurred or
increased any indebtedness to a material extent;
1.5.5 disposed of or transferred, mortgaged or encumbered any material
asset or any right, title or interest in any material asset;
1.5.6 entered into any material contract, any reconstruction or
amalgamation, any material transaction or material arrangement
otherwise than in the ordinary course of business;
1.5.7 entered into a legally binding agreement, contract, arrangement
or commitment or passed any resolution or made any offer (which
remains open for acceptance) with respect to any of the
transactions or events referred to in this paragraph 1.5;
1.5.8 entered into or varied the terms of any service agreement with
any of the directors of Crown Eyeglass;
1.5.9 entered into any agreement which consents to a material
restriction of the scope of the business of any member of the
wider Crown Eyeglass Group;
1.5.10 waived or compromised any material claim;
1.5.11 entered into or varied or authorised or proposed 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 is likely to be
materially restrictive to the businesses of any
member of the wider Crown Eyeglass Group or which involves or
could involve an obligation of such a nature or magnitude;
1.5.12 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other
securities or reduced or made any other change to any part of
its share capital;
1.5.13 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;
1.5.14 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of any business;
or
1.5.15 make any alteration to its memorandum or articles of association
or other incorporation documents.
1.6 Except as publicly announced by Crown Eyeglass to the London Stock
Exchange prior to the date of this announcement or included in this
announcement:
1.6.1 there having been no adverse change in the business, financial
or trading position or profits or prospects of Crown Eyeglass or
any other member of the wider Crown Eyeglass Group, which
is material in the context of the Crown Eyeglass Group taken as
a whole;
1.6.2 there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of
the wider Crown Eyeglass Group is or may become a party (whether
as plaintiff or defendant or otherwise), no such proceedings
having been threatened against any member of the wider Crown
Eyeglass Group, and no investigation by a Third Party against or
in respect of any member of the wider Crown Eyeglass Group
having been instituted, threatened or announced by or against or
remaining outstanding in respect of any member of the wider Crown
Eyeglass Group, which in any such case might adversely affect any
member of the wider Crown Eyeglass Group in any way which is
material in the context of the Crown Eyeglass Group taken as a
whole; and
1.6.3 no contingent or other liability having arisen which might be
likely materially and adversely to affect the Crown Eyeglass
Group taken as a whole.
1.7 Momentai not having discovered save as publicly announced by Crown
Eyeglass to the London Stock Exchange prior to the date of this document,
or included in this document:
1.7.1 that the financial, business or other information concerning the
wider Crown Eyeglass Group as contained in the information
publicly disclosed at any time by any member of the wider
Crown Eyeglass Group either contains a misrepresentation of a
material fact or omits to state a material fact necessary to make
the information contained in it not misleading in some
material respect;
1.7.2 that any member of the wider Crown Eyeglass Group is subject to
any material liability, contingent or otherwise, that has not
been publicly announced, such liability being material in the
context of the wider Crown Eyeglass Group taken as a whole;
1.7.3 that any partnership or company in which any
member of the wider Crown Eyeglass Group has a
significant economic interest (being, in the case
of a company, an interest carrying 25 per cent. or
more of the voting capital of that company) and
which is not a subsidiary of Crown Eyeglass is
subject to any material liability, contingent or
otherwise that has not been publicly announced,
such liability being material in the context of
the wider Crown Eyeglass Group taken as a whole;
1.7.4 that any past or present member of the wider Crown
Eyeglass Group has not complied with all applicable laws
of any relevant jurisdiction relating to environmental
matters in circumstances where noncompliance would be likely
to give rise to any liability (whether actual or contingent)
which would be material in the context of the Crown Eyeglass
Group as a whole;
1.7.5 that there has been an emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on
or about or from any property now or previously owned, occupied
or made use of by any past or present member of the wider Crown
Eyeglass Group which would be likely to give rise to any
liability (whether actual or contingent) or cost which is
material in the context of the Crown Eyeglass Group taken as
a whole; or
1.7.6 that there is or is likely to be any liability whether actual
or contingent) or requirement to make good, repair, reinstate or
clean up any property now or previously owned, occupied or made
use of by any past or present member of the wider Crown Eyeglass
Group which is material in the context of the Crown Eyeglass
Group taken as a whole.
1.8 An ordinary resolution to approve the Offer being passed at the EGM (or
any adjournment of it).
2 Momentai reserves the right to waive, in whole or in part, all or any of
conditions 1.2 to 1.7 inclusive. Momentai shall be under no obligation
to waive or treat as satisfied any of conditions 1.2 to 1.7 inclusive by
a date earlier than the latest date specified in condition 3 for the
satisfaction of any such condition 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 such conditions may not be capable of fulfilment.
If Momentai is required by the Panen to make an offer for Crown Eyeglass
Shares under the provisions of Rule 9 of the City Code, Momentai may
make such alterations to the conditions, including that in condition 1.1
above, as are necessary to comply with the provisions of that Rule.
3 The Offer will lapse unless the conditions set out above (other than
condition 1.1) are fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by Momentai in its reasonable opinion
to be or to remain satisfied, by midnight on the date which is 21 days
after the first closing date of the Offer, and the date on which the
Offer becomes or is declared unconditional as to acceptances, whichever
is the later, or such later date as Momentai may, with the consent of
the Panel, decide.
4 The Loan Note Alternative is conditional upon the Offer becoming or being
declared unconditional in all respects.
Latest directors dealings
- 1 day ago IntegraFin Holding
- 1 day ago Spirent Communications
- 1 day ago CRH (CDI)
- 1 day ago Bezant Resources
- 1 day ago EJF Investments Ltd NPV