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EXHIBIT 9
ACTION OF THE BOARD OF DIRECTORS OF
GE POWER SYSTEMS EQUITIES, INC.
BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING
Pursuant to Section 141(f) of the General Corporation Law of the State of
Delaware, the undersigned, being all of the directors of GE Power Systems
Equities, Inc., a Delaware corporation (the "Corporation"), do hereby consent to
and approve the adoption of the following resolutions, which actions shall have
the same force and effect as if taken by the affirmative vote at a meeting of
the Board of Directors of the Corporation (the "Board of Directors"), duly
called and held, and direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors:
WHEREAS, General Electric Company, a New York corporation and the
ultimate parent of the Corporation ("Buyer"), and Smallworldwide plc, a
public limited company incorporated under the laws of England and Wales
("Target"), have entered into that certain Acquisition Agreement dated
August 16, 2000 (the "Acquisition Agreement"), pursuant to which Buyer
intends to effect the acquisition of Target; and
WHEREAS, in accordance with the terms of and subject to the
conditions set forth in the Acquisition Agreement, the Corporation shall
commence a tender offer (the "Offer") to acquire all of Target's issued
and outstanding Ordinary Shares (including American Depositary Shares)
(the "Shares") at a price of $20.00 per share in cash; and
WHEREAS, in the event that the number of Shares tendered pursuant to
the Offer represents at least ninety percent (90%) of the number of Shares
outstanding, the Corporation intends to acquire all Shares not tendered in
the Offer pursuant to Part XIIIA of the UK Companies Act 1985 (the
"Acquisition"); and
WHEREAS, following the Acquisition, Target will be a wholly-owned
subsidiary of the Corporation; and
WHEREAS, the Board of Directors believes that the Acquisition is in
the best interests of the Corporation;
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors declares
the Acquisition to be advisable for the Corporation; and
FURTHER RESOLVED, that Stephen R. Bolze, Ronald J. Herman, Jr. and
James M. Waterbury (collectively, the "Designated Individuals") be, and
each of them individually hereby is, authorized and directed to negotiate,
approve, execute and deliver in the name of the Corporation the documents
(the "Acquisition Documents") in connection with the Acquisition,
including, but not limited to the Acquisition Agreement, the Deeds of
Undertaking, the Retention
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Agreements and any other documents necessary or, in his or her sole
discretion, desirable to make, implement and complete the Offer and the
Acquisition, together with such changes therein as the Designated
Individual executing such document may, in his or her sole discretion,
deem necessary or advisable or appropriate (such Designated Individual's
execution thereof shall be deemed to evidence conclusively the approval of
such documents and such changes);
FURTHER RESOLVED, that each of the Designated Individuals be, and
each of them individually hereby is, authorized, empowered and directed in
the name and on behalf of the Corporation to take all such actions to
cause to be prepared and filed all such other documents, to borrow money,
to make all expenditures and to execute all instruments deemed by them to
be necessary or desirable in carrying out and effectuating the Acquisition
and the transactions contemplated by the Acquisition Documents, including,
without limitation, the preparation and filing with the Securities and
Exchange Commission and/or the Panel on Takeovers and Mergers of all
documentation in connection with the Offer; and
FURTHER RESOLVED, that any and all actions heretofore taken by any
officer or director of the Corporation or any Designated Individual in
connection with the transactions and other matters contemplated by the
foregoing resolutions be, and they hereby are, ratified, approved,
confirmed and accepted in all respects.
IN WITNESS WHEREOF the undersigned, being all of the directors of the
Corporation have executed this instrument as of the 16th day of August, 2000.
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Elizabeth K. Lanier, Director
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John G. Rice, Director
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