Oliver Group PLC
25 October 2000
PART 2
Not for release, distribution or publication in or into the United States,
Canada, Australia or Japan
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
The Offer, which will be made by PricewaterhouseCoopers on behalf of Benson
Shoe, will be subject to the following conditions:
a. valid acceptances being received (and not, where permitted, withdrawn)
by no later than 3.00 p.m. on the first closing date of the Offer (the
'First Closing Date') (or such later time(s) and/or date(s) as Benson
Shoe may, subject to the rules of the City Code, decide) in respect of
not less than 90 per cent. (or such lesser percentage as Benson Shoe
may decide) in nominal value of the Oliver Shares to which the Offer
relates, provided that this condition will not be satisfied unless
Benson Shoe (together with any persons acting in concert with Benson
Shoe) shall have acquired or agreed to acquire, whether pursuant to
the Offer or otherwise, 50 per cent. of the voting rights then
exercisable at general meetings of Oliver (including for this purpose,
to the extent (if any) required by the Panel, any such voting rights
attaching to any Oliver Shares that may be unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise). For the purposes of
this condition :-
i. shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry
upon issue;
ii. the expression 'Oliver Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430 F of the Act; and
iii. valid acceptances shall be treated as having been received in
respect of any Oliver Shares which Benson Shoe shall, pursuant to
section 429(8) of the Act, be treated as having acquired or
contracted to acquire by virtue or acceptances of the Offer;
b. all clearances having been obtained from anti-trust or competition
authorities in the United Kingdom and from the European Commission in
terms reasonably satisfactory to Benson Shoe as are necessary to allow
the acquisition of Oliver lawfully to proceed in each of those
jurisdictions without any conditions or obligations attaching to any
such clearances which might materially affect the business of Oliver;
c. no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency,
professional association or institution, environmental body or any
other similar person or body in any jurisdiction in which any member
of the Oliver Group carries on a material part of its business, (each
a 'Third Party') having taken, instituted, implemented or threatened
any action, proceedings, suit, investigation or enquiry, or reference
or having made, proposed or enacted, any statute, regulation, order or
decision or having done anything which would or might reasonably be
expected to :
i. make the Offer, its implementation or the proposed acquisition by
Benson Shoe of any Oliver Shares or control of Oliver pursuant to
the Offer void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly and to a material extent
restrain, prohibit, restrict or delay the same or impose
additional material conditions or financial or other obligations
with respect thereto, or otherwise challenge in such a way as is
material in the context of the Offer or materially interfere
therewith;
ii. require, prevent or materially delay the divestiture by any member
of the Benson Shoe Group of any Oliver Shares;
iii. require, prevent or materially delay the divestiture by any
member of the Benson Shoe Group, or by any member of the Oliver
Group (including any joint venture, partnership, firm or company
in which any member of the Oliver Group is interested), of all or
any material proportion of their respective businesses, assets or
property or impose any limit on the ability of any of them to
conduct their respective businesses (or any of them) or own their
respective assets or properties or any part thereof in each case
to an extent which is material in the context of the Offer;
iv. impose any limitation on the ability of any member of the Benson
Shoe Group to acquire or hold or to exercise effectively any
rights of ownership of the Oliver Shares or securities convertible
into Oliver Shares or to exercise management control over any
member of the Oliver Group to hold or exercise effectively all or
any rights of ownership of shares in any member of the Oliver
Group or to exercise management control over any member of the
Oliver Group in each case to an extent which is material in the
context of the Offer;
v. save pursuant to the Offer or Part XIII A of the Act, require any
member of the Benson Shoe Group or the Oliver Group to offer to
acquire or repay any shares in any other member of the Oliver
Group owned by any third party to an extent which is material in
the context of the Offer to the Oliver Group taken as a whole;
vi. otherwise adversely affect any or all of the business, assets,
profits, financial or trading position or prospects of any member
of the Oliver Group to an extent which is material in the context
of the Offer to the Benson Shoe Group or to the Oliver Group
respectively taken as a whole;
and all applicable waiting periods during which any Third Party could
take, institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction, having expired, lapsed or been terminated;
d. all necessary notifications and filings having been made in connection
with the Offer and all necessary waiting periods (including any
authorisations thereof) under any applicable legislation or
regulations of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and all necessary statutory or
regulatory obligations in any relevant jurisdiction having been
complied with in connection with the Offer or the acquisition by
Benson Shoe of any shares in, or control of, Oliver and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, permissions and approvals (together
'Authorisations') which are necessary in respect of the Offer or the
acquisition by Benson Shoe of any shares in, or control of, Oliver
having been obtained in terms and in a form reasonably satisfactory to
Benson Shoe from all appropriate Third Parties and all such
Authorisations, together with all Authorisations necessary to carry on
the business of any member of the Oliver Group (where such business is
material in the context of the Oliver Group taken as a whole), the
absence of which would be material in the context of the Offer,
remaining in full force and effect and there being no intimation of
any intention to revoke or not to renew the same 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;
e. save as disclosed in the annual report and accounts of the Oliver Group
for the financial year ended 29 January 2000 or announced as at or
before 9 a.m. on 25 October 2000 through the Companies Announcement
Office of the London Stock Exchange, or as fairly disclosed to Benson
Shoe at or before 9 a.m. on 25 October 2000 (such information
hereafter being referred to as being 'publicly announced'), there
being no provision of any arrangement, agreement, licence or other
instrument to which any member of the Oliver Group is a party or by or
to which any such member of any of its respective assets may be bound
or be subject and which, in consequence of the making or
implementation of the Offer or the proposed acquisition of any shares
in, or control of, Oliver by Benson Shoe, or because of a change in
control or management of Oliver or otherwise, would or might
reasonably be expected to result in:
i. any monies borrowed by, or any other indebtedness (actual or
contingent) of any member of the Oliver Group being or becoming
repayable or capable of being declared repayable immediately or
prior to their or its stated repayment date or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited;
ii. the creation or enforcement of any mortgage, charge or other
security interest over the whole of any part of the business,
property or assets of any member of the Oliver Group or any such
security (whenever arising or having arisen) becoming enforceable;
iii. any such arrangement, agreement, licence or instrument or the
rights, liabilities, obligations or interests of any member of the
Oliver Group under any such arrangement, agreement, licence or
instrument (or any arrangement relating to any such right,
liability, obligation, interest or business) being terminated or
adversely modified or affected or any action being taken or any
onerous obligation arising thereunder;
iv. any asset or interest of any member of the Oliver Group being or
failing 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 as required for the purposes of normal
trading;
v. any member of the Oliver Group ceasing to be able to carry on
business under any name under which it presently does so;
vi. the financial or trading position or prospects of any member of
the Oliver Group being adversely prejudiced or affected;
in each case to an extent which is material in the context of the
Oliver Group taken as a whole;
f. save as publicly announced, no member of the Oliver Group having since
29 January 2000:
i. 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 (save for issues to Oliver or
wholly owned subsidiaries of Oliver and save for options granted
under the Oliver Share Option Schemes before 29 January 2000) or
the issue of any Oliver Shares allotted upon the exercise of
options so granted or redeemed, purchased or reduced any part of
its share capital;
ii. recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus, dividend or other distribution
whether payable in cash or otherwise (other than to Oliver or any
wholly owned subsidiary of Oliver);
iii. authorised, implemented, proposed or announced its intention to
propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or (as required for the purposes of normal
trading) any acquisition or disposal or transfer of assets or
shares;
iv. merged with any body corporate or acquired or disposed of or
transferred (other than in the ordinary course of business) or
mortgaged, charged or encumbered any asset or (other than required
for the purposes of normal trading) any right, title or interest
in any asset (including shares and trade investments) or entered
into or varied any agreement, arrangement, contract, transaction
or commitment (whether in respect of capital expenditure or
otherwise) which is of a loss making, long term or onerous nature
or magnitude, or which involves or is likely to involve an
obligation of such a nature or magnitude otherwise than as
required for the purposes of normal trading and which is material
in the context of the Oliver Group taken as a whole;
v. entered into or varied any contract, transaction or arrangement
(other than as required for the purposes of normal trading) which
would materially restrict the size and nature of the business of
any member of the Oliver Group to an extent which is material in
the context of the Oliver Group taken as a whole;
vi. issued, authorised or proposed, or announced an intention to
authorise or propose the issue of any debentures or (save in the
ordinary course of business and save for transactions with other
members of the Oliver Group) incurred any indebtedness or
contingent liability which results in the aggregate indebtedness
of the Oliver Group being materially greater than as stated in the
annual report and accounts of the Oliver Group for the financial
year ended 29 January 2000 and which, in any such case, is
material in the context of the Oliver Group taken as a whole;
vii. purchased, redeemed or repaid, or announced any proposal to
purchase, redeem or repay, any of its own shares or reduced or
made any other changes to any part of its loan notes or share
capital;
viii. made or announced any proposal to make, any change or addition
to any retirement, death or disability benefit of or in respect of
any of its directors, employees, former directors or former
employees which is material and adverse in the context of the
Offer and the Oliver Group taken as a whole;
ix. other than as required for the purposes of normal trading, granted
any lease or third party rights in respect of any of the leasehold
or freehold property owned or occupied by it or transferred or
otherwise disposed of any such property;
x. entered into or materially varied the terms of any service
agreement with any director of Oliver or with any senior executive
of Oliver who is a beneficiary or member of the Oliver Group Long
Term Bonus Plan;
xi. taken any corporate action or had any legal proceedings started
against it for its winding up, dissolution or reorganisation or
for the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or part of its assets
or revenues;
xii. waived or compromised any claim which is material in the context
of the Offer and the Oliver Group taken as a whole; or
xiii. entered into an agreement or legally binding commitment or
passed any resolution with respect of any of the transactions,
matters or events referred to in this paragraph (f);
g. save as publicly announced or disclosed in this press announcement,
since 29 July 2000:
i. there having been no material adverse change or deterioration in
the business assets, financial or trading position or profits or
prospects of the Oliver Group;
ii. there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings, to which any member of the
Oliver Group is a party (whether as plaintiff or defendant or
otherwise), which would or might reasonably be expected to have a
material adverse effect on the Oliver Group taken as a whole and
no such proceedings have been threatened against any member of the
Oliver Group;
iii. no contingent or other liability having arisen in respect of any
member of the Oliver Group which would or might reasonably be
expected to have a material adverse effect on the Oliver Group
taken as a whole;
iv. there having been no receiver, administrative or other encumbrance
appointed over any material assets of any member of the Oliver
Group or any analogous proceedings or steps having taken place
under the laws of any jurisdiction and there having been no
petition presented for the administration of any member of the
Oliver Group or any equivalent proceedings or steps taken under
the laws of any other jurisdiction, which might reasonably be
expected to have a material adverse effect on the Oliver Group
taken as a whole;
h. save as publicly announced, prior to the date when the Offer becomes
otherwise unconditional, Benson Shoe not having discovered:
i. that any financial or business information concerning any member of
the Oliver Group which is contained in the information publicly
disclosed at any time by any member of the Oliver Group is
materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make the information
contained therein not misleading which misrepresentation is
material to the context of the Oliver Group taken as a whole and
is not corrected by a subsequent public announcement prior to the
publication of the Offer Document; and
ii. that any past or present member of the Oliver Group has not
complied with all applicable legislation or regulations of any
jurisdiction with regard to the disposal, discharge, spillage,
leak or emission which has occurred of any waste or hazardous
substance of any substance likely to impair the environment or
harm human health, which non-compliance or any other disposal,
discharge, spillage, leak or emission would be likely to give rise
to any liability (whether actual or contingent) on the part of any
member of the Oliver Group to an extent which is material in the
context of the Oliver Group taken as a whole; or
iii. that there is, or is likely to be, any liability (whether actual
or contingent) to make good, repair, reinstate or clean up
property now or previously owned, occupied or made use of by any
past or present member of the Oliver Group under environmental
legislation, regulation, notice, circular or order or any relevant
authority to an extent which is material in the context of the
Oliver Group taken as a whole;
Benson Shoe reserves the right to waive in whole or in part all or any
of conditions (b) to (h) inclusive.
The Offer will lapse if the proposed acquisition by Benson Shoe of
Oliver is referred to the Competition Commission before the First
Closing Date or the date when the Offer is declared unconditional as
to acceptances, whichever is the later. In such circumstances, the
Offer will cease to be capable of further acceptance and persons
accepting the Offer and Benson Shoe shall thereupon cease to be bound
by acceptances delivered on or before the date on which the Offer so
lapses.
The Offer will lapse unless conditions (b) to (h) have been fulfilled
or satisfied or (if capable of waiver) waived by midnight on whichever
is the later of (i) 21 days after the first closing date of the Offer
and (ii) 21 days after the date on which condition (a) is or is
declared fulfilled (or such later date as Benson Shoe may, with the
consent of the Panel, decide). Benson Shoe shall not be obliged to
treat any condition as satisfied until the latest date for the
fulfilment of all conditions referred to in the previous sentence.
References to the Offer lapsing mean that the Offer shall thereupon
cease to be capable of further acceptance and the Oliver Shareholders
who have accepted the Offer and Benson Shoe shall cease to be bound by
acceptances effected on or before the date on which the Offer so
lapses.
Benson Shoe reserves the right to make such changes to the above
conditions as may be appropriate in the event that the conditions of
the Offer are required to be amended to comply with Rule 9 of the City
Code.
Part B : Certain further terms of the Offer
The Offer will be made in accordance with the applicable rules and regulations
of the City Code and the UK Listing Authority and will be governed by English
law.
The Oliver Shares which will be subject to the Offer will be acquired by
Benson Shoe fully paid and free from all liens, equities, charges,
encumbrances and other interests and together with all rights now or hereafter
attaching thereto, including the right to receive and retain any dividends or
other distributions (if any) declared, made or which may become payable after
the date of the offer document.
The Offer will be on the terms and will be subject to the conditions which are
set out in this announcement and those terms which will be set out in the
Offer Document and such further terms as may be required to comply with the
rules of the UK Listing Authority and the provisions of the City Code.
APPENDIX II
FINANCIAL AND OTHER INFORMATION ON THE OFFER
1. Bases and sources
a. Unless otherwise stated, financial information concerning Benson Shoe and
the Oliver Group has been derived from the published annual report and
accounts or unaudited interim statements of the relevant company for the
relevant periods.
b. The value of the Offer is based on 50,564,772 Oliver Shares currently in
issue on 24 October 2000 and excludes all Oliver Shares which could be
issued on exercise of options under the Oliver Share Option Schemes.
c. The Closing Price of Oliver Shares is derived from the Official List for
the relevant date.
1. Financial effects of acceptance
The following tables set out, for illustrative purposes only and on the bases
and assumptions stated below, the financial effects of acceptance on capital
value and gross income for a holder of 100 Oliver Shares accepting the Offer
if the Offer becomes or is declared unconditional in all respects:
a. Increase in capital value
Note Offer (£)
Cash consideration 12.00
Market value of 100 Oliver Shares (i) 10.50
Increase in capital value 1.50
This represents an increase of approximately 14.29%
b. Income
Offer (£)
Gross income from cash consideration (ii) 0.53
Gross dividend income on 100 Oliver Shares (iii) Nil
Increase in gross income 0.53
Notes:
i. Based on the Closing Price of 101/2p per Oliver Share on 3 October 2000,
the day before the announcement by Oliver that it was in discussions which
might lead to an offer.
ii. The gross income on the cash consideration has been calculated on the
assumption that the cash is reinvested to yield approximately 5.30 per
cent. per annum, being the average gross redemption yield of medium coupon
British Government securities of five to fifteen years, as derived from
the FT Actuaries index, as published in the Financial Times on 24 October
2000, the latest practicable date prior to the posting of this
announcement.
iii. The gross dividend income from the Oliver Shares is nil. No dividend has
been declared or paid in respect of the 26 weeks ended 29 July 2000,
neither was there a dividend paid for the year ended 29 January 2000.
iv. No account has been taken of any liability to taxation under the Offer.
APPENDIX III
DEFINITIONS
The following definitions apply throughout the appendices in this
announcement, unless the context otherwise requires:
'Act' the Companies Act 1985 (as amended)
'Australia' the Commonwealth of Australia and its dependants
'Bank of Scotland' The Governor and Company of the Bank of Scotland
'Benson Shoe' Benson Shoe Limited
'Benson Shoe Group' No. 310 Leicester Limited and its subsidiary
undertakings
'Brewin Dolphin' Brewin Dolphin Limited (a member of the London Stock
Exchange and regulated by the Securities and Futures
Authority)
'Canada' Canada, its provinces, territories and possessions and
areas subject to its jurisdiction or under its control
or any sub-division thereof
'City Code' the City Code on Takeovers and Mergers
'Closing Price' the closing middle market price as derived from the
Official List
'Conditions' the conditions contained in Part A of Appendix I of this
announcement
'Form of Acceptance' the form of acceptance relating to the Offer, which will
accompany the Offer Document
'London Stock London Stock Exchange plc
Exchange'
'No. 310 Leicester No. 310 Leicester Limited, the ultimate parent company
Limited' of Benson Shoe
'Offer' the recommended cash offer made by
PricewaterhouseCoopers Corporate Finance on behalf of
Benson Shoe to acquire all the Oliver Shares including,
where the context so requires, any subsequent revision,
variation, extension or renewal of such offer
'Offer Document' the document and any other document containing the Offer
to be posted shortly
'Official List' the Official List of the UK Listing Authority
'Oliver' or 'Company' The Oliver Group plc
'Oliver Directors' the directors of Oliver
'Oliver Group' Oliver and its subsidiary undertakings
'Oliver Shareholders' Holders of Oliver Shares
'Oliver Share
Option Schemes' Oliver 1995 Executive Share Option Scheme, The Approved
Savings Related Share Option Scheme and the Long Term
Bonus Plan
'Oliver Shares' the existing unconditionally allotted or issued and
fully paid ordinary shares of 25 pence each in Oliver
other than those (if any) held or contracted to be
acquired by Benson Shoe on the date the Offer is made
and any further such shares which may be issued or
unconditionally allotted while the Offer remains open
for acceptance or, subject to the rules of the City
Code, such earlier date (not 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) as Benson Shoe may decide as a result of
the exercise of options under the Oliver Share Option
Schemes or otherwise
'Panel' the Panel on Takeovers and Mergers
'PricewaterhouseCoopers the Corporate Finance division of PricewaterhouseCoopers
Corporate Finance'
'UK' or 'United the United Kingdom of Great Britain and Northern Ireland
Kingdom'
'UK Listing Authority' The Financial Services Authority, which is the competent
authority under section 142(6) of the Financial Services
Act 1986 for the purposes of the admission of securities
to the Official List
'United States' or the United States of America, its territories and
'USA' possessions, any state of the United States of America,
any areas subject to its jurisdiction or under its
control and the District of Columbia