SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)1
DATRON SYSTEMS, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
--------------------------------------------------------------------------------
(Title of class of securities)
238173-10-8
--------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
--------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
December 26, 2000
--------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
-----------------------
1 Reference is made to the original Schedule 13D filed on
November 15, 2000 with the Securities and Exchange Commission by Acquisitor plc,
one of the parties jointly filing this Amendment No.4, and Amendment No. 1,
Amendment No. 2, and Amendment No. 3 filed on November 29, 2000, December 1,
2000 and December 15, 2000, respectively.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
(Page 1 of 35 Pages)
<PAGE>
--------------------------------- -----------------------------------
CUSIP No. 238173-10-8 13D Page 2 of 35 Pages
--------------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITOR PLC
No I.R.S. Identification Number
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 327,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
327,600
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,600
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE>
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CUSIP No. 238173-10-8 13D Page 3 of 35 Pages
--------------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J O Hambro Capital Management (Holding) Limited
No I.R.S. Identification Number
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH --------------------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
26,300
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,300
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
================================================================================
<PAGE>
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CUSIP No. 238173-10-8 13D Page 4 of 35 Pages
--------------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J O Hambro Capital Management Limited
No I.R.S. Identification Number
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH ------------------------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
26,300
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,300
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
================================================================================
<PAGE>
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CUSIP No. 238173-10-8 13D Page 5 of 35 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Opportunity Trust plc
No I.R.S. Identification Number
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH --------------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
26,300
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,300
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IV
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<PAGE>
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CUSIP No. 238173-10-8 13D Page 6 of 35 Pages
--------------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No I.R.S. Identification Number
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH --------------------------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
353,900
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
353,900
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,900
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
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CUSIP No. 238173-10-8 13D Page 7 of 35 Pages
--------------------------------- -----------------------------------
STATEMENT ON SCHEDULE 13D
-------------------------
The following constitutes Amendment No. 4 to the Schedule 13D filed by
Acquisitor plc and the initial Schedule 13D filed by J O Hambro Capital
Management (Holdings) Limited, J O Hambro Capital Management Limited, American
Opportunity Trust plc and Christopher H.B. Mills. The Schedule 13D, as amended,
is collectively referred to as "Schedule 13D". Except as specifically amended by
this Amendment No. 4, the Schedule 13D remains in full force and effect.
Item 2. Identity and Background.
------------------------
Item 2 is amended in its entirety as follows:
Items 2(a), 2(b), 2(c) and 2(f). Filing Parties.
This Statement is filed on behalf of the following persons or entities,
who are collectively referred to as the "Filing Parties":
1) Acquisitor plc ("Acquisitor") is a corporation organized in Wales and
England with a principal office and business at 190 The Strand, London WC2R 1JN.
Acquisitor is an entity whose purpose is to achieve a high rate of capital
growth for its shareholders by acquiring significant holding in companies which
its Board of Directors considers to be fundamentally undervalued. Acquisitor is
managed by its Board of Directors.
2) J O Hambro Capital Management (Holdings) Limited ("Holdings") is a
corporation organized under the laws of England with its principal office and
business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. Holdings
functions as the ultimate holding company for J O Hambro Capital Management
Limited.
3) J O Hambro Capital Management Limited ("J O Hambro Capital
Management"), formerly named J O Hambro & Partners Limited, is a corporation
organized under the laws of England with its principal office and business at
Ryder Court, 14 Ryder Street, London SW1Y 6QB England. J O Hambro Capital
Management is principally engaged in the business of investment management and
advising. It serves as co-investment adviser to North Atlantic Smaller Companies
Investment Trust plc ("NASCIT") and American Opportunity Trust and as investment
adviser to Oryx International Growth Fund Limited ("Oryx") and investment
manager to certain private clients. J O Hambro Capital Management is a
subsidiary of Holdings.
4) American Opportunity Trust plc ("American Opportunity Trust"), formerly
named Leveraged Opportunity Trust plc, is a corporation organized under the laws
of England with its principal office and business at Ryder Court, 14 Ryder
Court, London SW1Y 6QB England. American Opportunity Trust
<PAGE>
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CUSIP No. 238173-10-8 13D Page 8 of 35 Pages
--------------------------------- -----------------------------------
is a publicly-held investment trust company. Christopher Harwood Bernard Mills
and J O Hambro Capital Management serve as co-investment advisers to American
Opportunity Trust.
5) Christopher Harwood Bernard Mills is a British citizen whose business
address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal
employment includes service as executive director of NASCIT and American
Opportunity Trust, as a director of Holdings, J O Hambro Capital Management,
Oryx and Acquisitor, and as co-investment adviser to NASCIT and American
Opportunity Trust.
Executive Officers and Directors:
---------------------------------
In accordance with the provisions of General Instruction C to Schedule
13D, information concerning the executive officers and directors of the Filing
Parties which are corporations are included in Schedule A hereto and is
incorporated by reference herein.
Item 2(d) Criminal Proceedings.
During the last five years, neither the Filing Parties (or a
controlling entity thereof) nor any executive officer or director of any of the
Filing Parties (or a controlling entity thereof) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e) Civil Securities Law Proceedings.
During the last five years, neither the Filing Parties (or a
controlling entity thereof) nor any executive officer or director of any of the
Filing Parties (or a controlling entity thereof) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is being amended in its entirety as follows:
The aggregate purchase price of the 327,600 shares of Common Stock
beneficially held by Acquisitor is $3,833,052. All of the shares of Common Stock
beneficially held by Acquisitor were paid for using its working capital.
The aggregate purchase price of the 26,300 shares of Common Stock
beneficially held by American Opportunity Trust is $ 315,780. All of the shares
of Common Stock beneficially held by American Opportunity Trust were paid for
using its working capital.
<PAGE>
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CUSIP No. 238173-10-8 13D Page 9 of 35 Pages
--------------------------------- -----------------------------------
Item 4. Purpose of the Transaction.
---------------------------
Item 4 is being amended in its entirety as follows:
The Filing Parties believe that the shares of Common Stock of the
Issuer are undervalued and represent an attractive investment opportunity. They
presently have no plans or proposals which would relate to or result in any of
the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D
except as set forth herein. The Filing Parties intend to have open
communications with the Issuer's management in order to monitor their efforts to
increase stockholder value. Depending on various factors including, without
limitation, the Issuer's financial position and investment strategy, the price
levels of the shares of Common Stock, conditions in the securities markets and
general economic and industry conditions, the Filing Parties may in the future
take such actions with respect to their investment in the Issuer as they deems
appropriate including, without limitation purchasing additional shares of Common
Stock in the open market or otherwise, making an offer to purchase up to all of
the Issuer's outstanding shares of Common Stock through a negotiated transaction
or otherwise, seeking to nominate a slate of directors to the Issuer's board of
directors or presenting proposals for stockholders' consideration at an annual
or special meeting of the Issuer's stockholders. The Filing Parties may also
sell some or all of their shares of Common Stock through privately negotiated
transactions, or to change their intention with respect to any and all matters
referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is being amended in its entirety as follows:
Items 5(a) and 5(b)
The Filing Parties may be deemed to beneficially own an aggregate of
353,900 shares of Common Stock (which constitutes approximately 12.9% of the
outstanding shares of Common Stock of the Issuer). The aggregate number and
percentage of the outstanding shares of Common Stock of the Issuer beneficially
owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing
Parties, by each other person who may be deemed to be a member of a group
associated with any of the Filing Parties for purposes of Section 13(d) of the
Act is as follows:
--------------------------------------------------------------------------------
Aggregate Number/Percent* of Number/Percent* of
Number of Shares: Shares:
Filing Party Share Sole Power to Vote Shared Power to Vote
--------------------------------------------------------------------------------
Acquisitor 327,600 327,600 / 12.0% 0 / 0%
--------------------------------------------------------------------------------
Holdings 26,300 0 / 0% 26,300 / 0.9%
--------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 238173-10-8 13D Page 10 of 35 Pages
--------------------------------- -----------------------------------
J O Hambro
Capital Management 26,300 0 / 0% 26,300 / 0.9%
--------------------------------------------------------------------------------
American Opportunity
Trust 26,300 0 / 0% 26,300 / 0.9%
--------------------------------------------------------------------------------
Christopher H. B.
Mills 353,900 0 / 0% 353,900 / 12.9%
--------------------------------------------------------------------------------
* Based on 2,736,499 shares of Common Stock outstanding as of October
23, 2000, which is based on information reported in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2000.
Item 5(c)
Since the filing of Amendment No.3 to the Schedule 13D, the Filing
Parties effected no transactions in the Common Stock other than those set forth
in the following table:
Buy or No. of Price
Date Filing Party Sell Shares (US$)
-------------- -------------------------- ---- ------ -----
12/15/2000 Acquisitor plc Buy 3,500 12.50
12/20/2000 Acquisitor plc Buy 10,000 12.44
12/26/2000 American Opportunity Trust Buy 3,000 12.06
12/27/2000 American Opportunity Trust Buy 1,000 12.00
12/28/2000 American Opportunity Trust Buy 5,000 12.00
12/29/2000 American Opportunity Trust Buy 8,500 12.00
1/2/2001 American Opportunity Trust Buy 1,200 12.00
1/3/2001 American Opportunity Trust Buy 7,600 12.00
All transactions were made through purchases in the open market.
Item 5(d)
The shareholders of American Opportunity Trust have an economic
interest in the dividends from, and the proceeds of sales of, Common Stock
beneficially owned by American Opportunity Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
-----------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Item 6 is amended to include the following:
<PAGE>
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CUSIP No. 238173-10-8 13D Page 11 of 35 Pages
--------------------------------- -----------------------------------
As co-investment advisers to American Opportunity Trust, Christopher
Harwood Bernard Mills and J O Hambro Capital Management share the right to
transfer and vote the shares of Common Stock of the Issuer pursuant to an
agreement dated as of January 7, 1993 between American Opportunity Trust and J O
Hambro Capital Management.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Item 7 is amended to include the following:
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement dated
as of January 7, 1993 between J O Hambro Capital Management (formerly named J O
Hambro & Partners Limited) and American Opportunity Trust.
(b) Joint Filing Agreement dated as of January 4, 2001 among Holdings,
J O Hambro Capital Management, American Opportunity Trust, Christopher Harwood
Bernard Mills and Acquisitor plc.
After reasonable inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this Statement is true, complete and correct.
Dated: January 4, 2001
ACQUISITOR PLC
By: /s/ Duncan Soukup
-------------------------------------
Name: Duncan Soukup
Title: Managing Director
J O HAMBRO CAPITAL MANAGEMENT
(HOLDINGS) LIMITED
By: /s/ R.G. Barrett
-------------------------------------
Name: R.G. Barrett
Title: Director
<PAGE>
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CUSIP No. 238173-10-8 13D Page 12 of 35 Pages
--------------------------------- -----------------------------------
J O HAMBRO CAPITAL MANAGEMENT LIMITED
By: /s/ R.G. Barrett
-------------------------------------
Name: R.G. Barrett
Title: Director
AMERICAN OPPORTUNITY TRUST PLC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
-------------------------------------
Name: R.G. Barrett
Title: Director
By: /s/ Christopher Mills
-------------------------------------
CHRISTOPHER MILLS
<PAGE>
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CUSIP No. 238173-10-8 13D Page 13 of 35 Pages
--------------------------------- -----------------------------------
SCHEDULE A
Information Concerning Directors and Executive Officers of the Filing Parties
The following table sets forth certain information concerning each of the
directors of Acquisitor plc as of the date hereof.
Name: Duncan Soukup
(Managing Director)
Citizenship: British
Business Address: 230 Park Avenue, Suite 516
New York, New York 10169
USA
Principal Occupation: Managing Director, Acquisitor plc
President and Chief Executive Officer,
Lionheart Group, Inc.
Chairman and Chief Executive Officer,
York Energy Ltd.
Name: Luke Oliver Johnson
(Director)
Citizenship: British
Business Address: 190 The Strand,
London WC2R 1JN
England
Principal Occupation: Director, Acquisitor plc
Non-executive Chairman, Belgo Group plc
Director, Intrinsic Value Partnership Limited
Name: John Stanislas Albert Radziwill
(Non-Executive Director)
Citizenship: British
Business Address: 190 The Strand,
London WC2R 1JN
England
Principal Occupation: Non-Executive Director, Acquisitor plc
Director, York Energy Ltd.
Director, Goldcrown Group Limited
Name: James Ozanne
(Non-Executive Director)
Citizenship: American
<PAGE>
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CUSIP No. 238173-10-8 13D Page 14 of 35 Pages
--------------------------------- -----------------------------------
Business Address: 190 The Strand,
London WC2R 1JN
England
Principal Occupation: Non-Executive Director, Acquisitor plc
Principal, Greenrange Partners
Vice-Chairman and Director,
Financial Security Assurance
Name: Christopher Harwood Bernard Mills
(Non-Executive Director)
Citizenship: British
Business Address: Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Non-Executive Director, Acquisitor plc
Executive Director, American Opportunity Trust
Executive Director, NASCIT
Director, J O Hambro Capital Management
Name: Peter Melhado
(Non-Executive Director)
Citizenship: American
Business Address: 190 The Strand,
London WC2R 1JN
England
Principal Occupation: Non-Executive Director, Acquisitor plc
General Partner, Polaris Partners, L.P.
<PAGE>
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CUSIP No. 238173-10-8 13D Page 15 of 35 Pages
--------------------------------- -----------------------------------
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management (Holdings)
Limited ("Holdings") as of the date hereof.
Name: James Daryl Hambro
(Chairman)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Chairman, J O Hambro Capital Management Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro Capital Management Limited
Director, Acquisitor plc
Name: Nichola Pease
(Director and Chief Executive)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director and Chief Executive, J O Hambro
Capital Management Limited
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management Limited
<PAGE>
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CUSIP No. 238173-10-8 13D Page 16 of 35 Pages
--------------------------------- -----------------------------------
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management Limited
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management Limited
Name: Graham Warner
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management Limited
<PAGE>
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CUSIP No. 238173-10-8 13D Page 17 of 35 Pages
--------------------------------- -----------------------------------
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management Limited ("J O
Hambro Capital Management") as of the date hereof.
Name: James Daryl Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Managing Director, J O Hambro Capital Management
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro Capital Management
Director, Acquisitor plc
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Nichola Pease
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director and Chief Executive, J O Hambro
Capital Management
<PAGE>
--------------------------------- -----------------------------------
CUSIP No. 238173-10-8 13D Page 18 of 35 Pages
--------------------------------- -----------------------------------
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Graham Warner
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Director, J O Hambro Capital Management
<PAGE>
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CUSIP No. 238173-10-8 13D Page 19 of 35 Pages
--------------------------------- -----------------------------------
The following table sets forth certain information concerning each of the
directors and executive officers of American Opportunity Trust plc ("American
Opportunity Trust") as of the date hereof.
Name: R. Alexander Hammond-Chambers
(Chairman)
Citizenship: British
Business Address: Covey Advertising Limited
1 Fountainhall Road
Edinburgh EH9 2NL
Principal Occupation: Director, Covey Advertising Limited
Name: Christopher Harwood Bernard Mills
(Executive Director)
Citizenship: British
Business Address: Ryder Court, 14 Ryder Street
London SW1Y 6QB
England
Principal Occupation: Executive Director, American Opportunity Trust
Executive Director, NASCIT
Director, J O Hambro Capital Management
Director, Acquisitor plc
Name: John Gildea
(Director)
Citizenship: USA
Business Address: Gildea Management Company
90 Ferris Hill Road
New Canaan, Connecticut 06840
USA
Principal Occupation: President, Gildea Management Company
Name: The Hon. James J. Nelson
(Director)
Citizenship: British
Business Address: Foreign & Colonial Ventures
4th Floor
Berkeley Square House
Berkeley Square
London W1X 5PA
England
Principal Occupation: Director, Foreign & Colonial Ventures
Name: Iain Tulloch
(Director)
Citizenship: British
Business Address: Murray Johnstone Ltd.
7 West Nile Street
Glasgow G2 2PX
Scotland
<PAGE>
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CUSIP No. 238173-10-8 13D Page 20 of 35 Pages
--------------------------------- -----------------------------------
Principal Occupation: Director, Murray Johnstone Ltd.
Name: Philip Ehrmann
(Director)
Citizenship: British
Business Address: Gartmore Investment Management Ltd.
Gartmore House
16 - 18 Monument Street
London EC3R 8AJ
England
Principal Occupation: Investment Manager, Gartmore Investment
Management Ltd.
<PAGE>
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CUSIP No. 238173-10-8 13D Page 21 of 35 Pages
--------------------------------- -----------------------------------
Exhibit Index
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement dated
as of January 7, 1993 between J O Hambro Capital Management (formerly named J O
Hambro & Partners Limited) and American Opportunity Trust.
(b) Joint Filing Agreement dated as of January 4, 2001 among Holdings,
J O Hambro Capital Management, American Opportunity Trust, Christopher Harwood
Bernard Mills and Acquisitor plc.
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CUSIP No. 238173-10-8 13D Page 22 of 35 Pages
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ADMINISTRATION, MANAGEMENT
AND CUSTODY AGREEMENT
BETWEEN
AMERICAN OPPORTUNITY TRUST
AND J O HAMBRO & PARTNERS
Dated 7th January 1993
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CUSIP No. 238173-10-8 13D Page 23 of 35 Pages
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LEVERAGED OPPORTUNITY TRUST PLC
and
J O HAMBRO & PARTNERS LIMITED
ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT
Allen & Overy
London
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CUSIP No. 238173-10-8 13D Page 24 of 35 Pages
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THIS AGREEMENT is made on 7th January 1993 BETWEEN:
(1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M
4YR (the "Company"); and
(2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL
(the "Manager").
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
(1) In this Agreement:
"Board" means the Board of Directors of the Company, or a committee
thereof or (where the context so admits) a Director of the Company, duly
authorized;
"IMRO" means the Investment Management Regulatory Organization Limited
or its successors from time to time;
"IMRO Rules" means the rules of IMRO from time to time applicable;
"Investments" includes any asset, right or interest falling within any
paragraph in Part I of Schedule I to the Financial Services Act 1986 and any
other asset, right or interest in respect of property of any kind and, without
prejudice to the foregoing, wherever situate and whether or not producing
income;
"Portfolio" means the Investments from time to time owned by the
Company;
"Stock Exchange" means The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited;
"subsidiary" shall have the meaning ascribed thereto by Section 736 of
the Companies Act 1985.
(2) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
(3) Any reference to a statutory provision includes any statutory
modification or re-enactment of it for the time being in force.
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CUSIP No. 238173-10-8 13D Page 25 of 35 Pages
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(4) Subclauses (1) to (3) above apply unless the contrary intention
appears.
(5) The headings in this Agreement do not affect its construction.
(6) References to amounts payable by the Company shall be exclusive of
value added tax thereon so that value added tax shall be payable in addition if
and to the extent chargeable.
2. Appointment
The Company hereby appoints the Manager to be the investment manager and
administrator of the Company to provide the services and facilities mentioned
below with effect from the date of execution of this Agreement, such appointment
to continue (unless previously terminated under Clause 11 below) until
terminated by either party upon the expiry of not less than two years' written
notice given to the other.
3. Investment Management
(1) The Manager shall undertake with regard to such Investments as may from
time to time be notified to and agreed with the Manager (the "Relevant
Investments"), the duties normally performed by investment managers, subject to
the policy directions and overall guidelines from time to time notified to the
Manager by the Board, and in particular but without in any way prejudicing the
generality of the foregoing shall on behalf of the Company:
(a) keep under constant review the Relevant Investments from time to
time held by the Company;
(b) be entitled (at its absolute discretion and without obtaining the
prior written permission of the Company) to withdraw deposits, to
effect purchases and sales and other transactions in respect of
Relevant Investments and subscriptions to issues of Relevant
Investments, to enter into underwriting commitments in relation to
Relevant Investments on behalf of the Company and otherwise to invest,
realise and re-invest the Portfolio in relation to Relevant Instruments
and exercise all rights attaching to Relevant Investments comprised
therein and in each such case to charge the amounts payable to the
Portfolio;
(c) search out and evaluate investment opportunities in Relevant
Investments for the Company;
(d) analyse the progress of companies in which the Company has made
Relevant Investments;
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CUSIP No. 238173-10-8 13D Page 26 of 35 Pages
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(e) submit to the Board such reports and information regarding Relevant
Investments as the Board shall reasonably require; and
(f) recommend to the Board any future developments or changes to the
investment policy of the Company which the Manager may consider to be
advisable.
(2) The Board shall procure that Christopher Mills consults with the Manager
prior to making investment decisions on behalf of the Company relating to
unlisted investments. If the Manager objects to any such investment decisions
proposed by Christopher Mills it may notify the Board and the Board shall use
reasonable endeavours to convene a Board meeting to consider the matter prior to
the proposed investment decision being implemented.
4. Administration and other facilities
The Manager shall provide the Company with the following services and
facilities:
(a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such
other office as may be agreed by the Company with the Manager and such
office shall be used as the registered and principal office of the
Company and there shall be available there a suitable room (upon the
giving of not less than five days' prior notice or such shorter notice
as may be agreed from time to time) for the holding of meetings of the
Board but nothing in this Agreement shall be construed or have effect
as constituting the relationship of landlord and tenant between the
Manger and the Company and the Company shall be a bare licensee of the
Manager;
(b) all financial, accountancy, secretarial, clerical and other
administrative services of any kind necessary for the conduct of the
affairs of the Company;
(c) keeping on behalf of the Company such books, records and statements
to give a complete record of all transactions carried out by the
Company in relation to the investment, realisation and re-investment of
the Portfolio and such other books, records and statements as may be
required to give a complete record of all other transactions carried
out by the Company and as will enable the Company to publish yearly and
half-yearly the report and accounts of the Company as required by the
regulations of The Stock Exchange;
(d) acting as Secretary to the Company, attending all meetings of the
Board and performing all the duties reasonably expected of a Company
Secretary including liaison with The Stock Exchange, preparation and
delivery of returns of The Registrar of Companies and the maintenance
of all statutory books other than the register of members;
(e) all necessary equipment and personnel with a proper and adequate
standard of proficiency and experience to enable the Manger to carry
out its functions under this Agreement; and
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CUSIP No. 238173-10-8 13D Page 27 of 35 Pages
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(f) the Manager shall permit such of its employees (if any) as the
Company may reasonably request to be Directors of the Company.
5. Ancillary Powers of Manager
The Manager may on behalf of the Company in respect of Relevant
Investments:
(a) issue orders and instructions to the Company's bankers and
custodians with respect to the disposition of securities and moneys of
the Company provided always that any such disposition shall at all
times be subject to and effected in accordance with the arrangements
for the time being in force between the Company and its bankers and
custodians;
(b) exercise any voting rights attached to the securities included in
the Investments in pursuance of the policy agreed and established by
the Board from time to time; and
(c) issue instructions to and consult the auditors and legal advisers
of the Company regarding any matter or thing relating to Investments
including (where the Board thinks fit) institution of legal
proceedings.
6. Further obligations of the Manager
(1) The Manager shall, and shall procure that its representatives,
employees and delegates shall, obey and comply with all lawful orders and
directions in relation to the Manager's obligations under this Agreement given
to it or them from time to time by the Board and shall observe and comply with
the Memorandum and Articles of Association of the Company as from time to time
amended and with all resolutions of the Board or the Company of which they are
informed.
(2) In particular, all activities engaged in by the Manager or any
representative, employee or delegate of the Manager on behalf of the Company
shall at all times be subject to the overall control of and review by the Board
and without limiting the generality of the foregoing the Board shall set out the
investment policy of the Company specifying the manner in which it wishes the
Manger to give effect to such policies.
(3) The Board shall instruct the Manager as to the exercise of the voting
rights attached to the securities in the Portfolio and may:
(a) prohibit the Manager from investing for the account of the Company
in any particular security or class of securities;
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CUSIP No. 238173-10-8 13D Page 28 of 35 Pages
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(b) require the Manager to sell any security or class of securities or
(subject to the availability of funds) to purchase any security or
class of securities; and
(c) withdraw any part of the assets of the Company from the management
of the Manager (but without thereby reducing the fee payable to the
Manager under this Agreement) for any reason whatsoever.
7. Custody
(1) Unless it receives contrary instructions from the Company, the Manager
shall make arrangements for the safekeeping of all cash, securities or other
assets in the Portfolio for the account of the Company in accordance with this
Clause 7 provided that the obligations of the Manager under this Clause 7 shall
not apply in relation to any cash or other assets of the Company until the cash
or assets concerned have been made available to the Manager following execution
of this Agreement. Insofar as the Manager holds assets comprised in the
Portfolio (or documents of title relating to such assets), it shall do so
separately from its own assets and on trust for the Company.
(2) The Manager shall arrange for (i) any uninvested cash to be held in the
Company's name in one or more accounts with Bank of Scotland or other first
class banks approved by the Company and (ii) all securities to be held in
custody accounts in the Company's name at Bank of Scotland or other reputable
custodians approved by the Company.
(3) The Manager shall make arrangements for:
(a) the collection of all income and principal with respect to the
Portfolio and credit cash receipts to the bank accounts referred to
above;
(b) the exchange of securities where the exchange is purely ministerial
(including the exchange of temporary securities for those in definitive
form and the exchange of warrants for, or other documents of
entitlement to securities for, the securities themselves);
(c) the surrender of securities at maturity or when called for
redemption against payment therefor.
(4) The Manager shall notify any bank or custodian holding property
comprised in the Portfolio that it is not the Manager's property.
(5) The Manager shall have no right of lien or set-off or any right of
retention with respect to any Investments held in the Portfolio.
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CUSIP No. 238173-10-8 13D Page 29 of 35 Pages
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(6) All proxies or similar requests for consent and all notices (other than
of a routine or immaterial nature) received by the Manager relating to
securities held in the Portfolio are to be forwarded to the Company or are to be
dealt with in accordance with instructions given by the Company from time to
time.
8. Management charge and expenses
(1) The Company shall pay to the Manager as remuneration for the provision
of its services hereunder a fee payable annually in arrears on 31st December in
each year and calculated at the rate of 0.25 per cent per annum (plus value
added tax) by reference to the Net Asset Value (calculated on a gross assets
basis) as at 30th September, the first such payment, being a pro rata part of
the annual fee, to be made on 31st December 1993 in respect of the period from
the date of this Agreement to 30th September, 1993. On termination of this
Agreement a pro rata fee shall be payable for any part of the year to 30th
September for which this Agreement is in force, payable on the 31st December
next following termination.
(2) The Company shall bear the expenses of any kind incurred by or on
behalf of the Manager in the carrying out of its duties and the provision of
services and facilities hereunder, save for telex, telephone and other routine
communication charges and the costs of providing normal office accommodation and
secretarial and clerical staff for the normal performance of those duties.
(3) The Manager shall also be entitled to additional fees, calculated on a
time basis, for services provided in connection with any transactions involving
the Company and/or any of its subsidiaries outside the ordinary course of
business including in particular any issue of shares, debentures or other
securities or any reorganization, redemption, consolidation, sub-division or
other alteration of capital or any takeover, acquisition or disposal of or by
the Company and/or any of its subsidiaries.
(4) An amount equal to any amount payable to the Manager pursuant to this
Clause shall be paid by the Company to the Manager promptly after delivery to
the Company by the Manager of an invoice giving reasonable details in respect
thereof. Notwithstanding the foregoing, the Manager shall be entitled, without
delivery of an invoice as aforesaid, to charge any such amount to the Portfolio
subject to notifying the Company in writing of the amount promptly thereafter.
(5) For the purpose of this Clause 8 "Net Asset Value" shall mean the
amount of the fixed and current tangible assets of the Company (other than
shares in its subsidiaries) and its subsidiaries after deducting therefrom an
amount equal to the current liabilities and the borrowings or other indebtedness
in the nature of borrowings (except for borrowings repayable after an initial
term of more than three years) of the Company and its subsidiaries as reasonably
determined by the Manager.
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CUSIP No. 238173-10-8 13D Page 30 of 35 Pages
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9. Subsidiaries
If the Company has at any time one or more subsidiaries then, unless otherwise
directed by the Board, the Manager shall in addition provide the same services
to such subsidiaries as it provides hereunder to the Company.
10. Freedom to act
The services of the Manager to the Company under this Agreement shall not be
exclusive and the Manager shall be free to render similar services to others and
nothing in this Agreement shall preclude the Manager from having dealings with
or on behalf of the Company either on its own account or on account of its
clients or others or make it accountable to the Company in respect of any profit
or commission from any such dealings.
11. Termination
(1) If:
(a) either party shall commit any substantial or continuing material
breach of this Agreement and (where such breach is capable of remedy)
fail to remedy such a breach within thirty days of being given written
notice of it by the other party; or
(b) either party shall have a receiver or administrator appointed over
the whole or any part of their assets or a resolution is passed or an
order made for the winding-up of such party other than as mentioned in
sub-clause (2) below, the other party shall be entitled to terminate
the appointment under this Agreement forthwith by giving written notice
of termination to such party.
(2) On termination of the appointment of the Manager, the Manager shall be
entitled to receive all fees and other money accrued due up to the date of such
termination but shall not be entitled to compensation in respect of termination
(except where such appointment is terminated by the Manager in accordance with
sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and
the Manager shall deliver to the Company or as it shall direct, all books of
account, records, registers, correspondence, documents and assets belonging to
the Company or any subsidiary in possession of or under the control of the
Manager and take all necessary steps to vest in the Company any assets
previously held in the name of or to the order of the Manager on behalf of the
Company or any subsidiary.
(3) The Manager shall also be entitled to terminate its appointment on
giving four months' notice to the Company if either the Board fails to procure
that Christopher Mills consults with the Manager in
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CUSIP No. 238173-10-8 13D Page 31 of 35 Pages
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accordance with Clause 3(2) or if the Manager has objected to an investment
proposed by Christopher Mills and has given notice to the Board under Clause
3(2), but the Board has approved the proposal.
12. Confidentiality and records
(1) Neither party shall during the continuance of this Agreement or after
its termination disclose to any person, firm or company whatsoever (except with
the authority of the other party or unless ordered to do so by The Stock
Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of
competent jurisdiction) any information relating to the business, Portfolio,
finances or other matters of a confidential nature of the other party of which
it may in the course of its duties under this Agreement or otherwise become
possessed and each party shall use all reasonable endeavors to prevent any such
disclosure.
(2) All books, statistical records, accounts, contract notes,
correspondence and other documents relating to the business and affairs of the
Company shall be the exclusive property of the Company and the Manager shall
when reasonably requested produce the same to the Company or its employees,
agents or auditors together with any information within the knowledge of the
Manager in relation thereto.
13. Reports and valuations
(1) The Manager shall provide the Company with regular monthly statements
and valuations in respect of the Portfolio as at dates selected by the Company
provided that the Company shall supply valuations to the Manager in respect of
unlisted investments (not being Relevant Investments). The valuations provided
by the Manager shall be in accordance with procedures and on a basis reviewed by
the Company's auditors and as required by law or the regulations of The Stock
Exchange. The reference currency will be pounds sterling for such documents.
(2) Statements of the contents for the Portfolio prepared in accordance
with the IMRO Rules will be provided on a quarterly basis in respect of
quarterly periods of account.
14. Notices
Any notice to be given under this Agreement may be served personally or by post
at the registered office of the party to be served and in the case of service of
first class post shall be deemed duly served twenty-four hours after posting and
proof of posting shall be proof of delivery.
15. Liability and Indemnity
(1) Subject to the terms of this Agreement, the Manager shall be under no
liability to the Company for any loss, costs or damages which may arise in
connection with the conduct of its duties hereunder
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or the custody of the Investments or for any depreciation in the value of any
Investments or their safe custody unless due to wilful default or negligence on
its part.
(2) The Company shall indemnify the Manager and keep it indemnified against
any costs, claims, demands or proceedings made by any person and in any way
arising from its appointment hereunder unless due to wilful default or
negligence on its part. The Manager agrees promptly to inform the Company in
writing of any event which comes to its notice as a result of which the Company
might become liable to indemnify the Manager under this Clause.
16. Assignment
Neither party hereto shall be entitled to assign or otherwise part with any
interest in this Agreement unless the prior written consent of the other has
been obtained except that, if either party transfers the whole or a substantial
part of its undertaking and property to another company as part of a
reconstruction or amalgamation, that party may by written notice to the other
transfer all its rights and obligations under this Agreement to that other
company.
17. Governing law
This Agreement is governed by and shall be construed in accordance with the laws
of England to the jurisdiction of whose Courts the parties irrevocably submit.
IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
SIGNED by J.J. Nelson )
) /s/ James J. Nelson
on behalf of )
LEVERAGED OPPORTUNITY TRUST PLC )
in the presence of: )
SIGNED by R.C.O. Hellyer )
) /s/ R.C.O. Hellyer
on behalf of )
J O HAMBRO & PARTNERS LIMITED )
in the presence of: )
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CUSIP No. 238173-10-8 13D Page 33 of 35 Pages
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JOINT FILING AGREEMENT
By and between
ACQUISITOR PLC
J O HAMBRO CAPITAL MANAGEMENT (HOLDINGS) LIMITED,
J O HAMBRO CAPITAL MANAGEMENT LIMITED
AMERICAN OPPORTUNITY TRUST PLC
and
CHRISTOPHER MILLS
As of January 4, 2001
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JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D dated January 4,
2001 with respect to the shares of common stock, $0.01 par value, of Datron
Sytems, Inc. and any further amendments thereto executed by each or any of us
shall be filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: January 4, 2001,
ACQUISITOR PLC
By: /s/ Duncan Soukup
--------------------------------------------
Name: Duncan Soukup
Title: Managing Director
J O HAMBRO CAPITAL MANAGEMENT
(HOLDINGS) LIMITED
By:/s/ R. G. Barrett
--------------------------------------------
Name: R. G. Barrett
Title: Director
J O HAMBRO CAPITAL MANAGEMENT
LIMITED
By: /s/ R. G. Barrett
--------------------------------------------
Name: R. G. Barrett
Title: Director
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CUSIP No. 238173-10-8 13D Page 35 of 35 Pages
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AMERICAN OPPORTUNITY TRUST PLC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R. G. Barrett
--------------------------------------------
Name: R. G. Barrett
Title: Director
By: /s/ Christopher Mills
--------------------------------------------
CHRISTOPHER MILLS
