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Oliver Group PLC (OVRF)

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Wednesday 25 October, 2000

Oliver Group PLC

Offer by Benson Shoe,etc-Pt2

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     a. valid acceptances being received (and not, where permitted, withdrawn)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


                                                                                
   

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