Information  X 
Enter a valid email address

Orchard Furniture (OFU)

  Print      Mail a friend

Monday 16 July, 2001

Orchard Furniture

Acqn/Placing&Open Offer-Pt.2

Orchard Furniture PLC
16 July 2001

PART 2

DEFINITIONS

The following words and expressions have the following meanings in this
announcement unless the context requires otherwise:

'the Act' the Companies Act 1985 (as amended)

'Acquisition' the proposed purchase of Newco by Orchard pursuant to the Newco
Acquisition Agreement

'Acquisition Agreement' or 'Newco Acquisition Agreement' the agreement dated
16 July 2001 between, amongst others, (1) the Vendors, (2) Orchard and (3)
Newco relating to the acquisition of Newco by Orchard

'Acquisition Agreements' together, the Acquisition Agreement, the PMI
Acquisition Agreement and the WSG Acquisition Agreement

'Admission' the admission of the New Ordinary Shares and the admission of the
Ordinary Shares resulting from the consolidation of the Existing Shares
referred to in the Resolutions to trading on AIM pursuant to paragraph 6 of
the AIM Rules

'AIM' the Alternative Investment Market of the London Stock Exchange

'the AIM Rules' the rules of the London Stock Exchange governing the admission
to, and the operation of companies on AIM

'City Code' The City Code on Takeovers and Mergers

'Concert Parties' together, the PCP, the PECP and the WCP

'Consideration Shares' the 42,950,892 new Ordinary Shares to be issued by the
Company in accordance with the terms of the Acquisition Agreement

'CVA' Company Voluntary Arrangement

'Deferred Shares' the 25,295,753 deferred shares of 19.9 pence each in the
capital of the Company in issue at the date of this announcement

'Directors' or 'Board' the directors of the Company as at the date of this
announcement

'EGM' the Extraordinary General Meeting of the Company to be held on 10 August
2001

'Enlarged Group' the Group as enlarged by the Acquisition

'Existing Shares' existing ordinary shares of 0.1p each in the capital of the
Company

'Existing Shares in issue' the 2,147,544,645 Existing Shares in issue at the
date of this announcement

'Existing Share Options' the existing share options in the Company pursuant to
the Existing Share Option Scheme

'Existing Share Option Scheme' the existing share option scheme of the Company

'Firm Placed Shares' 5,268,531 Consideration Shares which have been
conditionally placed firm by Investec Henderson Crosthwaite pursuant to a
vendor placing and 137,858 Open Offer Shares which have been conditionally
placed firm as a result of an undertaking having been received from Richard
Armstrong not to take up his entitlement under the Open Offer

'Firm Placing' the conditional placing by Investec Henderson Crosthwaite of
the Firm Placed Shares

'Group' Orchard and its existing subsidiaries

'Investec' Investec Bank (UK) Limited

'Investec Henderson Crosthwaite' Investec Henderson Crosthwaite, a division of
Investec

'Issue Price' 153p per Placing Share

'London Stock Exchange' London Stock Exchange plc

'Luna Trading' Luna Trading Limited, a Vendor

'Memorandum' the memorandum of association of the Company proposed to be
amended at the EGM

'New Articles' the new articles of association of the Company proposed to be
adopted at the EGM

'Newco' World Sport Group (Jersey) Limited, a company incorporated in Jersey

'Newco Ordinary Shares' ordinary shares of £1 each in the capital of Newco

'New Ordinary Shares' the Consideration Shares and the Open Offer Shares

'New Share Options' the new share options in the Company pursuant to the New
Share Option Scheme

'New Share Option Scheme' the new share option schemes of the Company

'Nomura' Nomura International plc, a Vendor through its nominee company,
Vidacos Nominees Limited

'NSA' NSA Investments International Limited, a Vendor

'Open Offer' the conditional open offer being made by Investec Henderson
Crosthwaite, as agent for the Company, to Qualifying Shareholders to subscribe
for the Open Offer Shares at the Issue Price

'Open Offer Shares' 3,579,241 new Ordinary Shares to raise £3.58 million in
cash (net of expenses) for the Company, which are to be made available to
Qualifying Shareholders pursuant to the Open Offer, all of which have been
conditionally placed (subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer) by Investec Henderson
Crosthwaite pursuant to the Placing

'Orchard' or 'Company' Orchard Furniture plc

'Ordinary Shares' ordinary shares of 20p each in the capital of Orchard
arising pursuant to the Reorganisation

'Panel' The Panel on Takeovers and Mergers

'Park House' Park House Holdings Limited, a Vendor

'Pinnacle Trustees' Pinnacle Trustees Limited, a Vendor

'Placing' the conditional placing by Investec Henderson Crosthwaite of the
Placing Shares, pursuant to the Placing Agreement 'Placing Agreement' the
agreement dated 16 July 2001 between (1) Investec Henderson Crosthwaite, (2)
Orchard, (3) Walbrook, (4) Park House, (5) the Directors and (6) the Proposed
Directors relating to the Placing and Open Offer

'Placing Shares' 8,847,772 of the new Ordinary Shares, being the Open Offer
Shares (which are being placed subject to clawback to meet valid applications
under the Open Offer) and 5,268,531 of the Consideration Shares

'PMG' Elysian Group plc, formerly Parallel Media Group plc

'PMI' Parallel Media Group International Limited, a Jersey incorporated entity

'PMI Acquisition' the acquisition of PMI by Newco pursuant to the PMI
Acquisition

Agreement

'PMI Acquisition Agreement' the agreement dated 16 July 2001 between (1)
Walbrook, (2) Luna Trading, (3) NSA, (4) Nomura, (5) Pinnacle Trustees, (6)
Anthony Hallet and others, (7) Keld Kristiansen, (8) PMI and (9) Newco
relating to the acquisition of PMI by Newco

'PCP' Walbrook, Luna Trading, Nomura, David Ciclitira, Robert Bland, Pinnacle
Trustees, Keld Kristiansen, Tony Hallett, Claudio Tinari, Gabriela Narozny and
Vivien Langford

'PMI Group' PMI and its existing subsidiaries

'PMI Ordinary Shares' 'A', 'B' and 'C' ordinary shares of £1.00 each in the
capital of PMI

'PECP' Park House, Walbrook, Luna Trading, David Ciclitira, Seamus O'Brien and
Tony Morgan

'Principal Vendors' Luna Trading, NSA and Nomura

'Proposals' the Acquisition, the Placing, the Open Offer, the Reorganisation,
the waiver of the requirement on certain of the Concert Parties to make a
general offer for the Company under the City Code, the adoption of the New
Articles and amendment of the Memorandum, the adoption of the New Share Option
Scheme, the change of name as described in this announcement and Admission

'Proposed Directors' or 'Proposed Board' the proposed directors of the
Enlarged Group

'Qualifying Shareholders' Shareholders who hold not less than 600 Existing
Shares and who are on the register of members of Orchard on the Record Date
(except for certain overseas Shareholders)

'Record Date' the record date for the Open Offer, being the close of business
on 9 July 2001

'Reorganisation' the capital reorganisation described in this announcement and
resulting in the creation of the Ordinary Shares

'Resolutions' the resolutions set out in the notice of EGM set out at the end
of this announcement

'Shareholders' holders of Existing Shares

'Vendors' Walbrook, Luna Trading, Park House, Nomura, NSA, Keld Kristiansen,
Anthony Hallett and others, Pinnacle Trustees, Robert Bland and others, News
Cayman Holdings Limited, Oakstaff Investments Limited and George Taylor acting
through their nominees

'Walbrook' Walbrook International Trust Company Limited, a Vendor

'Warrants' the warrants issued to the Warrantholder pursuant to the Warrant
Instrument

'Warrantholder' Penlux Limited a company registered in Guernsey, Channel
Islands under registered number 36699

'Warrant Instrument' a deed poll dated 10 August 2000 executed by the Company
in favour of the Warrantholder

'Warrantors' Walbrook and Park House who have each agreed to provide certain
warranties and indemnities to the Company under the Acquisition Agreement

'WSG' The World Sport Group Limited, an entity incorporated in the British
Virgin Islands

'WSG Acquisition' the acquisition of WSG by Newco pursuant to the WSG
Acquisition Agreement

'WSG Acquisition Agreement' the agreement dated 16 July 2001 between (1) Park
House, (2) News Cayman Holdings Limited, (3) Oakstaff Investments Limited, (4)
George Taylor, (5) WSG and (6) Newco relating to the acquisition of WSG by
Newco

'WCP' Park House, Seamus O'Brien, Tony Morgan, Oakstaff and George Taylor

'WSG Group' WSG and its existing subsidiaries

'WSG Ordinary Shares' ordinary shares of US$0.1 in the capital of WSG

Glossary

Subsidiaries and Associated Companies of The WSG Group and The PMI Group

'AML' AFC Marketing Limited

'GCC' Global Cricket Corporation Pte Limited

'Parallel Television' Parallel Television (2001) Limited, formerly CNBC Sports
International Limited

Sports Bodies

'FIFA' Federation of International Football Associations

'ICC' International Cricket Council

'PGA' Professional Golfers' Association

Other

'News Corporation' News Corporation Limited



Enquiries:

Orchard Furniture plc/

Fiske plc

Richard Armstrong     020 7448 4700

Investec Henderson

Crosthwaite

Jagjit Mundi               020 7597 5970

Bell Pottinger

Wendy Timmons          020 7427 7211

Jonathan Brill          020 7427 7209




                                     END

                                                                                
                                       

a d v e r t i s e m e n t