TOMKINSONS PLC
2 September 1999
PART 2
Gaskell PLC
Interim Results
CONSOLIDATED PROFIT & LOSS ACCOUNT
for the half year ended 2 July 1999
Half year Half year Full year
ended ended ended
2 July 3 July 31 December
1999 1998 1998
£'000 £'000 £'000
Turnover - Continuing 26,013 26,898 52,629
operations
Operating Profit - 1,932 2,365 5,271
Continuing operations
Interest payable (130) (106) (220)
Profit on ordinary 1,802 2,259 5,051
activities before taxation
Tax on profit on ordinary (558) (700) (1,576)
activities
Profit on ordinary 1,244 1,559 3,475
activities after taxation
Dividends
Preference - non equity (4) (3) (6)
Ordinary - equity (279) (256) (875)
Amount set aside to 961 1,300 2,594
reserves
Basic earnings per 6.2p 8.0p 17.6p
ordinary share
Diluted earnings per 6.1p 7.8p 17.2p
ordinary share
Dividends per ordinary 1.4p 1.2p 4.3p
share
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the half year ended 2 July 1999
With the exception of profit for the financial year, there
were no recognised gains and losses in the Group.
Gaskell PLC
Interim Results
CONSOLIDATED BALANCE SHEET
as at 2 July 1999
2 July 3 July 31 December
1999 1998 1998
£'000 £'000 £'000
Fixed assets
Intangible assets 224 - 229
Tangible assets 14,878 11,861 13,665
15,102 11,861 13,894
Current assets
Stocks 12,432 11,335 11,668
Debtors 9,422 8,752 8,804
Cash at bank and in hand 34 1,053 23
21,888 21,140 20,495
Creditors (amounts falling due
within one year)
Bank overdraft 1,094 - 434
Obligations under finance leases
and hire purchase 492 454 435
contracts
Other creditors 13,754 13,478 12,583
15,340 13,932 13,452
Net current assets 6,548 7,208 7,043
Total assets less current 21,650 19,069 20,937
liabilities
Creditors (amounts falling due
after more than one year)
Bank loan 750 1,000 875
Obligations under finance leases
and hire purchase 1,017 670 1,119
contracts
Other creditors 476 442 523
2,243 2,112 2,517
Provisions for liabilities and 708 525 683
charges
Net assets 18,699 16,432 17,737
Capital and reserves (including
non-equity interests)
Called up share capital 1,172 1,170 1,172
Share premium account 204 194 203
Revaluation reserve 2,735 2,765 2,765
Profit and loss account 14,588 12,303 13,597
Shareholders' funds 18,699 16,432 17,737
Gaskell PLC
Interim Results
CONSOLIDATED CASH FLOW STATEMENT
for the half year ended 2 July 1999
Half year Half year Full year
ended ended ended
2 July 3 July 31 December
1999 1998 1998
£'000 £'000 £'000
Net cash inflow from operating 2,188 2,980 5,198
activities
Returns on investments and
servicing of finance
Interest paid (59) (46) (121)
Interest element of finance
leases and hire (62) (49) (107)
purchase contracts
Dividends paid on non-equity (4) (3) (6)
shares
(125) (98) (234)
Taxation (67) (105) (1,304)
Capital expenditure
Purchase of tangible fixed
assets (excluding (1,983) (811) (2,391)
lease finance and hire
purchase assets)
Sales of tangible fixed assets
and assets held for 467 8 75
resale
(1,516) (803) (2,316)
Acquisitions
Purchase of trade and assets - - (275)
Equity dividends paid (619) (304) (553)
Financing
Issue of ordinary share - - 167
capital
New loan due after one year - 1,000 1,000
Repayment of capital element
of finance lease (385) (298) (650)
and hire purchase rentals
(385) 702 517
Increase/(decrease) in cash (524) 2,372 1,033
These interim financial statements, which have been prepared
on the basis of the accounting policies set out in the
Company's 1998 statutory accounts, do not constitute statutory
accounts within the meaning of section 254 of the Companies
Act 1985 and are neither audited nor reviewed. The abridged
accounts for the year ended 31 December 1998 are an extract
from the accounts for that period on which the auditors gave
an unqualified report and which have been filed with the
Registrar of Companies.
Gaskell PLC
Interim Results
NOTES TO THE FINANCIAL STATEMENTS
for the half year ended 2 July 1999
1. Reconciliation of operating profit to net cash inflow
from operating activities
Half year Half year Full year
ended ended ended
2 July 1999 3 July 31 December
£'000 1998 1998
£'000 £'000
Operating profit 1,932 2,365 5,271
Depreciation/loss/(profit)
on sale of fixed assets 794 754 1,511
Increase in stock (764) (1,312) (1,645)
Increase in debtors (618) (178) (269)
Increase in creditors 844 1,351 330
2,188 2,980 5,198
2. Taxation on profit on ordinary activities
Taxation on profit on ordinary activities is based on the
estimated effective rate for the year.
3. Earnings per ordinary share
Basic earnings per ordinary share is calculated by
dividing the profit attributable to ordinary shareholders
of £1,240,000 (1998: £1,556,000) by the average number
19,943,168 (1998: as restated - 19,568,832) of ordinary
shares in issue during the period.
Diluted earnings per ordinary share is calculated by
dividing the profit attributable to ordinary shareholders
of £1,240,000 (1998: £1,556,000) by the average number
20,217,469 (1998: as restated - 19,920,950) of ordinary
shares in issue during the period.
4. Reconciliation of net debt
Half year Half year Full year
ended ended ended
2 July 1999 3 July 31 December
£'000 1998 1998
£'000 £'000
Increase/(decrease) in cash
in the (524) 2,372 1,033
period
Decrease in lease financing 385 298 650
Change in net debt resulting
from cash (139) 2,670 1,683
flows
New finance leases and hire
purchase (340) - (782)
contracts
New bank loan - (1,000) (1,000)
Movement in net debt in the (479) 1,670 (99)
period
Net debt brought forward (2,840) (2,741) (2,741)
Net debt carried forward (3,319) (1,071) (2,840)
5. Reconciliation of movement in shareholders' funds
Half year Half year Full year
ended ended ended
2 July 1999 3 July 31 December
£'000 1998 1998
£'000 £'000
Amount set aside to reserves 961 1,300 2,594
Issue of ordinary share 1 156 167
capital
962 1,456 2,761
Opening shareholders' funds 17,737 14,976 14,976
Closing shareholders' funds 18,699 16,432 17,737
APPENDIX I
Conditions and further terms of the Offer
The Offer is conditional upon the following:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by 3.00pm on the first closing date
of the Offer (or, subject to the rules of the City Code,
such later date(s) and/or time(s) as Gaskell may, subject
to the rules of the City Code, decide) in respect of not
less than 90 per cent. (or such lesser percentage as
Gaskell may subject to the rules of the City Code decide)
of the Tomkinsons Shares to which the Offer relates,
provided that this condition will not be satisfied unless
Gaskell shall have acquired or agreed to acquire (either
pursuant to the Offer or otherwise) directly or
indirectly Tomkinsons Shares carrying more than 50 per
cent. of the voting rights then normally exercisable at
general meetings of Tomkinsons (including for this
purpose, to the extent (if any) required by the Panel,
any votes attaching to any Tomkinsons Shares that may be
unconditionally allotted or issued pursuant to the
exercise of any outstanding conversion or subscription
rights or otherwise before the Offer becomes or is
declared unconditional as to acceptances); and for this
purpose (i) the expression 'Tomkinsons Shares to which
the Offer relates' shall be construed in accordance with
Sections 428-430F of the Act and (ii) Tomkinsons Shares
which have been unconditionally allotted shall be deemed
to carry the voting rights which they will carry upon
issue;
(b) the passing at an extraordinary general meeting of
Gaskell (or any adjournment thereof) of such resolutions
as may be necessary or incidental to approve, implement
and effect the Offer, the acquisition by Gaskell of
Tomkinsons pursuant thereto, and the allotment of Offer
Shares, including without limitation, a resolution or
resolutions to increase the authorised share capital of
Gaskell, to authorise the allotment of Offer Shares
pursuant to or in connection with the Offer and to
approve the acquisition by Gaskell of Tomkinsons as a
class 1 and related party transaction under the Listing
Rules;
(c) the London Stock Exchange admitting the Offer Shares to
the Official List or (if determined by Gaskell and
subject to the consent of the Panel) agreeing to admit
such shares to the Official List subject only to (a) the
allotment of such shares and/or (b) the Offer becoming or
being declared unconditional in all respects and such
admission becoming effective in accordance with the
Listing Rules;
(d) the Office of Fair Trading giving no indication that it
is or might be the intention of the Secretary of State
for Trade and Industry to refer the proposed acquisition
of Tomkinsons by Gaskell, or any matters arising
therefrom, to the Competition Commission;
(e) no government, governmental, quasi governmental,
supranational, statutory or regulatory body, trade
agency, association, institution or professional or
environmental body or any court or any other similar
person or body in any jurisdiction having instituted,
implemented or threatened any action, legal proceeding,
suit, investigation, reference or enquiry or enacted,
made or proposed any statute, regulation or order or
taken any other step that would or might reasonably be
expected to:
(i) make the Offer, its implementation, or the proposed
acquisition by Gaskell of any Tomkinsons Shares, or
control of Tomkinsons by any member of the Gaskell
Group illegal, void and/or unenforceable in any
jurisdiction, or otherwise, directly or indirectly,
materially restrict, prohibit, delay, interfere with
or challenge the implementation of, impose
additional conditions or obligations with respect
to, or otherwise challenge, the Offer or such
acquisition;
(ii) require, prevent or materially delay the divestiture
by any member of the Gaskell Group or any of its
associated companies (including any company of which
30 per cent. or more of the voting capital is held
by the Gaskell Group and any partnership, joint
venture, firm or company in which any member of the
Gaskell Group is substantially interested, ('the
wider Gaskell Group'), or Tomkinsons or any of its
associated companies (including any company of which
30 per cent. or more of the voting capital is held
by the Tomkinsons Group and any partnership, joint
venture, firm or company in which any member of the
Tomkinsons Group is substantially interested) ('the
wider Tomkinsons Group'), of all or any material
portion of their respective businesses, assets or
properties or impose any material limitation on the
ability of any of them to conduct their respective
businesses or to own their respective assets or
properties, in each case the result of which would
have a material adverse effect on the Enlarged Group
taken as a whole;
(iii) impose any material limitation on the ability
of any member of the Gaskell Group to acquire or to
hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares
or the equivalent in any member of the wider
Tomkinsons Group or to exercise management control
over any member of the Tomkinsons Group;
(iv) require any member of the wider Gaskell Group or of
the wider Tomkinsons Group to offer to acquire any
shares in any member of the wider Tomkinsons Group
owned by a third party; or
(v) otherwise materially adversely affect any or all of
the businesses, assets, prospects or profits of any
member of the wider Gaskell Group or any member of
the wider Tomkinsons Group;
and all applicable waiting and other time periods during
which any such government, governmental, quasi
governmental, supranational, statutory or regulatory
body, trade agency, association, institution or
professional or environmental body, court or similar
person could decide to take, institute or threaten any
such action, proceeding, suit, reference, enquiry or
investigation having expired, lapsed or been terminated;
(f) all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, certificates,
permissions and approvals necessary or appropriate for or
in respect of the Offer and the proposed acquisition by
Gaskell of all or any Tomkinsons Shares or control of
Tomkinsons by Gaskell having been obtained, in terms and
in a form reasonably satisfactory to Gaskell, from
appropriate governments, governmental, quasi
governmental, supranational, statutory or regulatory
bodies, trade agencies, associations or institutions, or
professional or environmental bodies, or courts or
similar persons with whom any member of the wider
Tomkinsons Group has entered into material contractual
arrangements and where the absence of such
authorisations, orders, grants, recognitions,
confirmations, consents, clearances, certificates,
permissions and approvals would have a material
adverse effect on the Enlarged Group taken as a whole and
remaining in full force and effect and there being no
intimation of any intention to revoke or not renew any of
those having been received and all necessary statutory
and regulatory obligations in connection with the Offer
in any jurisdiction having been complied with;
(g) there being no provision of any arrangement, agreement,
licence, permit, franchise or other instrument to which
any member of the wider Tomkinsons Group is a party, or
by or to which any such member or any of its assets is or
are or may be bound, entitled or subject, which could or
might as a consequence of the proposed acquisition by
Gaskell of any shares in or control of Tomkinsons result,
to an extent which is material in the context of the
Tomkinsons Group taken as a whole, in:
(i) any such arrangement, agreement, licence, permit,
franchise or instrument being terminated or
materially or adversely modified or affected or any
action being taken or any ongoing obligation or
liability arising thereunder; or
(ii) the business or any interest of any such member in
or with any other firm or body or person (or any
arrangements relating to such business or interest)
being terminated, modified or adversely affected; or
(iii) any such member ceasing to be able to carry on
business under any name under which it presently so
does; or
(iv) any assets of any such member being or falling to be
disposed of or charged otherwise than in the
ordinary course of business; or
(v) the creation of any mortgage, charge or other
security 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; or
(vi) any moneys borrowed by or other indebtedness, actual
or contingent, of any such member being or becoming
repayable, or being capable of being declared
repayable, immediately or earlier than the repayment
date stated in such arrangement, agreement or other
instrument;
(h) except as disclosed in writing to Gaskell or its
professional advisers, or as publicly announced by
Tomkinsons (by the delivery of an announcement to the
Company Announcements Office of the London Stock
Exchange), in either case prior to 2 September 1999 or as
stated in the announcement of the Offer, no member of the
wider Tomkinsons Group having, since 3 October 1998:
(i) issued or agreed to issue, 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 as between
Tomkinsons and wholly owned subsidiaries of
Tomkinsons and save for shares issued or options
granted pursuant to the Tomkinsons Share Option
Schemes before 2 September 1999) or redeemed,
purchased or reduced any part of its share capital
or proposed the redemption, purchase or reduction of
any part of its share capital;
(ii) merged with or demerged any body corporate or
acquired or (other than in the ordinary course of
business) disposed of, or transferred, mortgaged or
charged or created any security interest over, any
assets or any right, title or interest in any assets
(including shares and trade investments other than
in the ordinary course of business) which, in any
case, is material in the context of the Tomkinsons
Group taken as a whole or made any change in its
loan or share capital or authorised or proposed or
announced any intention to propose any merger,
demerger, acquisition, disposal, transfer, mortgage,
charge or security interest as aforesaid;
(iii) entered into or varied or announced its
intention to enter into or vary any contract,
transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise)
otherwise than in the ordinary course of business or
which is of a long term or unusual or onerous nature
and which involves or could involve an obligation of
a nature or magnitude which is material in the
context of the Tomkinsons Group taken as a whole;
(iv) issued, authorised or proposed the issue of any
debentures or incurred or increased any indebtedness
or contingent liability which is, in any case,
material in the context of the Tomkinsons Group
taken as a whole;
(v) recommended, declared, paid or made, or proposed the
recommendation, declaration, paying or making of,
any bonus, dividend, or other distribution, whether
in cash or otherwise;
(vi) 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 its
business;
(vii) waived or compromised any claim which is
material in the context of the relevant member of
the wider Tomkinsons Group;
(viii) proposed any voluntary winding up;
(ix) entered into or varied or made any offer (which
remains open for acceptance) to enter into or vary
the terms of any service agreement with any of the
directors of any member of the Tomkinsons Group;
(x) entered into any contract, reconstruction,
amalgamation, commitment or other transaction or
arrangement which would be materially restrictive on
the business of the Enlarged Group taken as a whole;
(xi) made any alteration to its memorandum or articles of
association;
(xii) entered into any contract, commitment,
agreement or arrangement or passed any resolution or
made any offer (which remains open for acceptance)
with respect to or announced an intention to effect
or to propose any of the transactions, matters or
events referred to in this paragraph (h); or
(xiii) passed any resolution in general meeting to
sanction, approve or implement any such issue,
merger, demerger, acquisition, disposal, mortgage,
encumbrance, security interest, charge, transaction,
contract or commitment as is referred to in this
paragraph (h);
(i) since 3 October 1998 and except as disclosed in writing
to Gaskell or its professional advisers or as announced
publicly by Tomkinsons (by the delivery of an
announcement to the Company Announcements Office of the
London Stock Exchange) in either case prior to 2
September 1999:
(i) there having been no receiver, administrative
receiver or other encumbrancer appointed over any of
the assets of any member of the wider Tomkinsons
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 wider Tomkinsons
Group or any equivalent proceedings or steps taken
under the laws of any other jurisdiction;
(ii) no material adverse change or deterioration having
occurred in the business, assets, financial or
trading position or profits of any member of the
wider Tomkinsons Group which is material in the
context of the Tomkinsons Group taken as a whole;
(iii) no litigation or arbitration proceedings,
prosecution or other legal proceedings having been
instituted, announced or threatened by or against or
remaining outstanding against any member of the
wider Tomkinsons Group which in any such case might
reasonably be expected to materially and adversely
affect the financial or trading position or profits
of any member of the Tomkinsons Group;
(iv) no contingent or other liability having arisen or
become apparent or increased which would or might be
likely materially and adversely to affect any member
of the wider Tomkinsons Group; and
(v) no investigation by any relevant authority having
been threatened, announced, implemented or
instituted or remaining outstanding in respect of
any member of the wider Tomkinsons Group which, in
any such case, is material in the context of the
Tomkinsons Group taken as a whole;
(j) Gaskell not having discovered:
(i) that any financial, business or other information
concerning the Tomkinsons Group publicly disclosed
at any time by or on behalf of any member of the
Tomkinsons Group either is misleading or contains a
misrepresentation of fact which is material in the
context of the Offer or omits to state a fact
necessary to make any information contained therein
not misleading to an extent which is so material;
(ii) that any past or present member of the wider
Tomkinsons Group has not complied with all
applicable laws of any relevant jurisdiction
relating to environmental matters, which non
compliance is likely to give rise to a material
liability (whether actual or contingent) or cost on
the part of any member of the Tomkinsons Group which
might reasonably be expected adversely to affect the
financial or trading position of any member of the
Tomkinsons Group;
(iii) that there has been an emission, disposal,
discharge, deposit, spillage or leak of waste or any
hazardous or harmful substance on or about or from
any property now or previously owned, occupied or
made use of by any past or present member of the
Tomkinsons Group which is likely to give rise to any
material liability (whether actual or contingent) or
cost on the part of any member of the Tomkinsons
Group which might reasonably be expected adversely
to affect the financial or trading position of any
member of the Tomkinsons Group; or
(iv) that there is or is likely to be any material
liability (whether actual or contingent) or
requirement to make good, repair, re-instate or
clean up any property now or previously owned,
occupied or made use of by any past or present
member of the Tomkinsons Group which might
reasonably be expected adversely to affect the
financial or trading position of any member of the
Tomkinsons Group.
Gaskell reserves the right to waive all or any of conditions
(d) to (j) (inclusive) above, in whole or in part. Conditions
(b) and (c) must be fulfilled, or satisfied, and conditions
(d) to (j) (inclusive) must, if not waived, be fulfilled or
satisfied by midnight on the day which 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 fulfilled (or in
each case such later date as the Panel may agree) failing
which the Offer will lapse.
Gaskell shall be under no obligation to waive or treat as
satisfied any of conditions (d) to (j) (inclusive) by a date
earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions
of the Offer may at such earlier date have been waived or
fulfilled or satisfied and that there are at such earlier date
no circumstances indicating that any of such conditions may
not be capable of fulfilment or satisfaction.
If Gaskell is required by the Panel to make an offer for
Tomkinsons Shares under the provisions of Rule 9 of the City
Code, Gaskell may make such alterations to the conditions of
the Offer as are necessary to comply with the provisions of
that Rule.
The Offer will lapse if the acquisition of Tomkinsons is
referred to the Competition Commission before the later of
3.00pm on the first closing date of the Offer and the date on
which the Offer becomes or is declared unconditional as to
acceptances. In such circumstances, the Offer will cease to
be capable of further acceptance and persons accepting the
Offer and Gaskell shall thereupon cease to be bound by
acceptances delivered on or before the date on which the Offer
so lapses.
Fractions of Offer Shares will not be allotted or issued to
accepting Tomkinsons Shareholders. Fractional entitlements to
Offer Shares will be aggregated and sold in the market and the
net proceeds of sale distributed pro rata to the holders of
Tomkinsons Shares entitled to them. However, individual
entitlements to amounts of less than £3.00 will not be paid to
persons accepting the Offer but will be retained for the
benefit of the Enlarged Group.
The Offer Shares will be issued free from all liens, charges,
encumbrances and other interests. Offer Shares will rank pari
passu in all respects with existing Ordinary Shares (save that
they will not rank for the interim dividend of 1.4p per
Ordinary Share declared in respect of Gaskell's current
financial year).
The Loan Note Alternative and the Mix and Match Election are
conditional on the Offer becoming or being declared
unconditional in all respects.
Disclosure of interests
Save as disclosed in this announcement, neither Gaskell, nor,
so far as Gaskell is aware, any person acting, or deemed to be
acting, in concert with Gaskell for the purposes of the Offer,
owns or controls any Tomkinsons Shares or holds any options to
purchase any Tomkinsons Shares or holds any derivatives
referenced to Tomkinsons Shares or has any arrangement (as
described below) in respect of any Tomkinsons Shares. (In
this paragraph, 'arrangement' includes any indemnity or option
arrangement and any agreement or understanding, formal or
informal, of whatever nature which may be an inducement to
deal or refrain from dealing).
APPENDIX II
DEFINITIONS
The following definitions apply throughout this document
unless the context requires otherwise:
'Acquisition' the proposed acquisition by Gaskell
of Tomkinsons, pursuant to
acceptances of the Offer or
otherwise
'Act' the Companies Act 1985 (as amended)
'Board' or 'Directors' the board of directors of Gaskell
'City Code' the City Code on Takeovers and
Mergers
'Closing Price' the closing middle market price of
a Tomkinsons Share or a Gaskell
Share, as the case may be, as
derived from the Official List
'EGM' or 'Extraordinary General Meeting' the extraordinary
general meeting of the Company to
be convened to consider a
resolution approving, inter alia,
the Acquisition
'Enlarged Group' the Gaskell Group as enlarged by
the completion of the Acquisition
'Form of Acceptance' the form of acceptance, authority
and election relating to the Offer
'Gaskell' or 'Company' Gaskell PLC
'Gaskell Group' or 'Group' Gaskell and its subsidiary
undertakings
'Gaskell Shareholders' or 'Shareholders' holders of Ordinary
Shares
'Gaskell Share Option Scheme' the Gaskell Executive Share
Option Scheme
'LIBOR' London Inter-Bank Offered Rate
expressed at a rate per annum for
six month sterling deposits of
£1,000,000
'Listing Rules' the listing rules of the London
Stock Exchange, made under section
142 of the Financial Services Act
1986
'Loan Note Alternative' the right of eligible Tomkinsons
Shareholders who validly accept the
Offer to elect to receive Loan
Notes in lieu of all or part of the
cash to which they would otherwise
be entitled pursuant to the Offer
(including under the Mix and Match
Election)
'Loan Notes' variable rate guaranteed unsecured
loan notes of Gaskell, particulars
of which are to be set out in the
Offer Document
'London Stock Exchange' London Stock Exchange Limited
'Mix and Match Election' the facility whereby holders of
Tomkinsons Shares who validly
accept the Offer may elect to vary
the proportion, subject to
availability, of Offer Shares and
cash and/or Loan Notes receivable
by them under the Offer
'Offer' the offer to be made by Rothschild
on behalf of Gaskell to acquire all
of the Tomkinsons Shares, subject
to the terms and conditions
specified in this announcement and
to be set out in the Offer Document
and the Form of Acceptance, and,
where the context so requires, any
subsequent revision, variation,
extension or renewal thereof
'Offer Document' the document containing the Offer
and detailing its terms and
conditions
'Offer Shares' new Ordinary Shares to be issued,
credited as fully paid, pursuant to
or in connection with the Offer
'Official List' the daily official list of the
London Stock Exchange
'Ordinary Shares' or 'Gaskell Shares'ordinary shares of 5p
each in the capital of Gaskell
'Panel' the Panel on Takeovers and Mergers
'Rothschild' N M Rothschild & Sons Limited
'Share Sub-division' the sub-division of each of
Gaskell's 6,000,000 authorised
ordinary shares of 20p each into
four Ordinary Shares, pursuant to
an ordinary resolution of Gaskell
passed on 1 October 1998
'Teather & Greenwood' Teather & Greenwood Limited
'Tomkinsons' Tomkinsons plc
'Tomkinsons Group' Tomkinsons and its subsidiary
undertakings
'Tomkinsons Share Option Schemes' the Tomkinsons plc
Executive Share Option Scheme
(1985), the Tomkinsons plc 1995
Executive Share Option Scheme and
the Tomkinsons plc Employees
Savings Related Share Option
Schemes 1983 and 1993
'Tomkinsons Shareholders' holders of Tomkinsons Shares
'Tomkinsons Shares' the existing unconditionally
allotted or issued and fully paid
ordinary shares of 25p each in the
capital of Tomkinsons on the date
of the Offer and any further such
shares which are unconditionally
allotted or issued while the Offer
remains open for acceptance (or
before such earlier time(s), not
being earlier than the time at
which the Offer becomes or is
declared unconditional as to
acceptances, as Gaskell may,
subject to the City Code, decide),
including such shares so
unconditionally allotted or issued
pursuant to the exercise of options
outstanding under any of the
Tomkinsons Share Option Schemes
'UK 'or' United Kingdom' the United Kingdom of Great Britain
and Northern Ireland
'US 'or' United States' the United States of America, its
territories and possessions, any
state of the United States of
America and the District of
Columbia and all other areas within
its jurisdiction