<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CENTRAL TRANSPORT RENTAL GROUP PLC
(Name of Subject Company)
GENERAL ELECTRIC COMPANY
GENERAL ELECTRIC CAPITAL CORPORATION
(Bidders)
ORDINARY SHARES OF 1P EACH AND
AMERICAN DEPOSITARY SHARES,
EACH REPRESENTING 3 ORDINARY SHARES
AND EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
(Title of Class of Securities)
(ORDINARY SHARES)
155569-10-6 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Nancy E. Barton
Senior Vice President, General Counsel and Secretary
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 961-5523
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
Francis J. Aquila
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
$109,960,918.60........................................................... $21,992.84
</TABLE>
* Estimated for purposes of calculating the filing fee only. The transaction
valuation is based upon the purchase of 139,434,337 American Depositary
Shares of Central Transport Rental Group plc (each representing three
Ordinary Shares) and 500,000 Ordinary Shares of 1 pence each of Central
Transport Rental Group plc held by U.S. residents at 48 pence per American
Depositary Share and 16 pence per Ordinary Share in cash and the
multiplication of such aggregate purchase price by the currency exchange
rate of (L)1 = U.S.$1.6410 (such currency exchange rate being derived from
THE WALL STREET JOURNAL dated August 1, 1997). Such number of Ordinary
Shares exceeds the estimate of the number of Ordinary Shares held of record
by persons with record addresses in the U.S. and represents all American
Depositary Shares outstanding as of August 1, 1997.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: None Filing Party: N/A
Form or Registration No.:
N/A Date Filed: N/A
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 155569-10-6 PAGE 1 OF 2
SCHEDULE 14D-1 AND SCHEDULE 13D
<TABLE>
<C> <S>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Electric Company; I.R.S. Identification No. 14-0689340
2. Check the Appropriate Box if a Member of a Group (a)
/ /
(b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or
2(f) /X/
6. Citizenship or Place of Organization
State of New York
7. Aggregate Amount Beneficially Owned by Each Reporting Person
44%*
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
44%*
10. Type of Reporting Person
CO
</TABLE>
- ------------------------
* General Electric Capital Corporation, a New York corporation, has received
from certain shareholders, including certain directors (the "Selling
Shareholders"), of Central Transport Rental Group plc ("CTR"), undertakings
with respect to their holding of CTR Shares and CTR ADSs (together, the "CTR
Securities"), pursuant to which the Selling Shareholders have agreed to
validly tender (and, subject to certain limitations, not withdraw) pursuant
to and in accordance with the terms of the Offer, all of the CTR Securities
beneficially owned by them. The Selling Shareholders have undertaken to
accept the Offer in respect of 264.8 million CTR Shares, 21.3 million CTR
ADSs and 2 million Shares to be awarded upon the exercise of outstanding
options, together representing approximately 44% in the aggregate of CTR's
outstanding share capital and in-the-money options. The forms of deed of
undertaking executed by certain directors and certain shareholders are filed
as exhibits (c)(1) through (c)(8) hereto.
2
<PAGE>
CUSIP NO. 155569-10-6 PAGE 2 OF 2
SCHEDULE 14D-1 AND SCHEDULE 13D
<TABLE>
<C> <S>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
General Electric Capital Corporation; I.R.S. Identification No. 13-1500700
2. Check the Appropriate Box if a Member of a Group (a)
/ /
(b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or
2(f) / /
6. Citizenship or Place of Organization
State of New York
7. Aggregate Amount Beneficially Owned by Each Reporting Person
44%*
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
44%*
10. Type of Reporting Person
CO
</TABLE>
- ------------------------
* The footnote on page 2 is incorporated herein by reference.
3
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is Central Transport Rental Group plc
("CTR") and the address of its principal executive offices is Hampden Court,
Kingsmead Business Park, London Road, High Wycombe, Buckinghamshire, HP11 1JU,
United Kingdom.
(b) This Statement relates to the offer (the "Offer") by General Electric
Capital Corporation ("GE Capital"), a company incorporated under the laws of the
State of New York and an indirect wholly owned subsidiary of General Electric
Company, a New York corporation, to purchase all of the outstanding (a) ordinary
shares of 1 pence each ("CTR Shares") of CTR and (b) American Depositary Shares
("CTR ADSs") of CTR, each representing three CTR Shares and evidenced by
American Depositary Receipts. CTR Shares and CTR ADSs are collectively referred
to herein as the "CTR Securities." The Offer is subject to the terms and
conditions set forth in the offer to purchase dated August 4, 1997 (the "Offer
to Purchase") (a copy of which is filed as Exhibit (a)(1) hereto) and the
related Letter of Transmittal for CTR ADSs (a copy of which is filed as Exhibit
(a)(2) hereto) and Form of Acceptance for CTR Shares (a copy of which is filed
as Exhibit (a)(3) hereto). Information concerning the number of outstanding
Company Shares is set forth under the caption "Share Capital" in Appendix II to
the Offer to Purchase and is incorporated herein by reference. Information
concerning the consideration being offered therefor and the conversion thereof
from pounds sterling to US dollars is set forth under the captions "The Offer"
and "Settlement--Currency of consideration" in the Letter from Lazard Brothers &
Co., Limited contained in the Offer to Purchase and is incorporated herein by
reference.
(c) The information set forth under the caption "Stock Exchange quotations,
market price data and principal purchases" in Appendix IV to the Offer to
Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) and (g) This Statement is filed by GE Capital and General Electric
Company (whose places of organization are set forth above in Item 1).
Information concerning the principal business and the address of the principal
office of each of GE Capital and General Electric Company is set forth under the
captions "Information on the GE Capital Group" in the Letter from Lazard
Brothers & Co., Limited contained in the Offer to Purchase and "Principal
offices" and "Nature of business of GE Capital" in Appendix III to the Offer to
Purchase and is incorporated herein by reference. Information concerning the
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of GE Capital and General
Electric Company as well as information concerning the material occupations,
positions, offices or employments during the last five years of such persons is
set forth under the caption "Directors and executive officers of GE Capital and
General Electric Company" in Appendix III to the Offer to Purchase and is
incorporated herein by reference.
(e) and (f) Except as disclosed below, during the last five years, neither
GE Capital nor General Electric Company, nor any person listed under the caption
"Directors and executive officers of GE Capital and General Electric Company" in
Appendix III to the Offer to Purchase, has been either (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) 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
activities subject to, federal or state securities laws or finding any violation
of such laws.
In April, 1994, IGE Medical Systems Limited ("IGEMS"), a U.K. subsidiary of
GE Medical Systems (a division of General Electric Company), discovered the loss
of a radioactive barium source at the Radlett, England facility. The lost
source, used to calibrate nuclear camera detectors, emits a very low level of
radiation. IGEMS immediately reported the loss as required by the U.K.
Radioactive Substances Act. An ensuing investigation, conducted in cooperation
with government authorities, failed to locate the source. On July 21, 1994, Her
Majesty's Inspectorate of Pollution ("HMIP") charged IGEMS with violating the
Radioactive Substances Act by failing to comply with a condition of
registration. The Act
4
<PAGE>
provides that a registrant like IGEMS, which "does not comply with a limitation
or condition subject to which (it) is so registered ... shall be guilty of (a
criminal) offence." Condition 7 of IGEMS' registration states that it "shall so
far as is reasonably practicable prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea
and agreed to pay a fine of L5,000 and assessed costs of L5,754. The
prosecutor's presentation focused primarily on the 1991 change in internal IGEMS
procedures and, in particular, the source logging procedure. The prosecutor
complimented IGEMS' investigation and efforts to locate the source and advised
the court that IGEMS had no previous violations of the Radioactive Substances
Act. He also told the court that the Radlett plant had been highlighted as an
exemplary facility to HMIP inspectors as part of their training. In mitigation,
IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS
to provide security for radiation sources and the significant effort and expense
incurred in attempting to locate the missing source.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) On August 11, 1989, Trailerent Limited ("Trailerent"), an indirect
wholly-owned subsidiary of CTR entered into a sale/lease-back agreement with IGE
Capital Corporation (Leasing) Limited ("IGE") an indirect wholly-owned
subsidiary of GE Capital, for the sale of trailer equipment and trailer
components to IGE from Trailerent, and the lease of that equipment from IGE to
Trailerent (the "Agreement"). The term of the Agreement commenced on August 14,
1989 and is scheduled to terminate on June 30, 1999. The purchase price paid by
IGE to Trailerent for the equipment was approximately $11.5 million (L7 million
multiplied by 1.6410, such currency exchange rate being derived from THE WALL
STREET JOURNAL dated August 1, 1997). The Agreement provides that Trailerent
will make quarterly lease payments of a specified sum from the date of the
commencement of the Agreement to July 1, 1996. From July 1, 1996 to the
termination of the Agreement, the amount of the quarterly lease payment is
calculated according to a formula set forth in the Agreement. As of the date of
this filing, the aggregate amount outstanding under the Agreement is
approximately $1.6 million (L958,000 multiplied by 1.6410, such currency
exchange rate being derived as described above).
Except as described above, to the best of General Electric Company's and GE
Capital's knowledge, there have been no transactions with CTR required to be set
forth in this Item.
(b) The information set forth under the caption "Background to the Offer" in
Appendix IV to the Offer to Purchase is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth under the captions "Financing" and "The
Offer" in the Letter from Lazard Brothers & Co., Limited contained in the Offer
to Purchase is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a)-(g) The information set forth under the captions "Background" in the
Letter from the Chairman of the Company contained in the Offer to Purchase,
"Terms and Conditions of the Offer", "Directors, management and employees" and
"Financing" in the Letter from Lazard Brothers & Co., Limited contained in the
Offer to Purchase and "Background to the Offer", "Compulsory acquisition",
"Certain consequences of the Offer" and "Legal and regulatory matters" in
Appendix IV to the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth under the caption "Shareholdings and dealings"
in Appendix IV to the Offer to Purchase is incorporated herein by reference.
5
<PAGE>
(b) During the past 60 days, neither GE Capital, General Electric Company,
nor any of the subsidiaries, directors and executive officers of either of GE
Capital or General Electric Company has engaged in any transaction in CTR Shares
or CTR ADSs.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES
The information set forth under the captions "Recommendation" in the Letter
from the Chairman of the Company contained in the Offer to Purchase as well as
the information set forth under the captions "Irrevocable undertakings",
"Background to the Offer", "Shareholdings and dealings" and "Stock Exchange
quotations, market price data and principal purchases" in Appendix IV to the
Offer to Purchase is incorporated herein by reference. Except as set forth under
those captions, neither General Electric Company nor GE Capital, nor, to the
best knowledge of General Electric Company or GE Capital, any of the persons
listed under the caption "Directors and executive officers of GE Capital and
General Electric Company" in Appendix III to the Offer to Purchase, has any
contract, arrangement, understanding or relationship (whether or not legally
enforceable) with any other person with respect to any CTR Securities
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss, or the giving or withholding of proxies).
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth under the caption "Fees and expenses" in Appendix
IV to the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth under the caption "Financial statements" in
Appendix III to the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
(a) and (e) Not applicable.
(b) and (c) The information set forth under the caption "Legal and
regulatory matters" in Appendix IV to the Offer to Purchase is incorporated
herein by reference.
(d) The information set forth under the caption "Certain consequences of the
Offer--Margin Securities" in Appendix IV to the Offer to Purchase is
incorporated herein by reference.
(f) The information set forth in the Offer to Purchase, the Letter of
Transmittal and the Form of Acceptance, to the extent not otherwise incorporated
herein by reference, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase dated August 4, 1997.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Acceptance relating to the Offer.
(a)(4) Form of Notice of Guaranteed Delivery.
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees from Lazard Freres & Co. LLC.
6
<PAGE>
(a)(6) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) U.K. press announcement dated July 29, 1997.
(a)(9) U.S. press announcement dated July 29, 1997.
(a)(10) Summary advertisement published in the U.S. dated August 4, 1997.
(a)(11) Newspaper advertisement published in the U.K. dated August 4, 1997.
(a)(12) U.K. press announcement dated August 4, 1997.
(b) Not applicable.
(c)(1) Form of Deed of Undertaking for Rupert Hambro.
(c)(2) Form of Deed of Undertaking for David Howell.
(c)(3) Form of Deed of Undertaking for Appaloosa Management L.P.
(c)(4) Form of Deed of Undertaking for Commerzbank AG.
(c)(5) Form of Deed of Undertaking for Lloyds Bank plc.
(c)(6) Form of Deed of Undertaking for Loomis, Sayles & Company, L.P.
(c)(7) Form of Deed of Undertaking for National Westminster Bank Plc.
(c)(8) Form of Deed of Undertaking for Royal Bank of Canada, London Branch.
(d) Not applicable.
(e) Not applicable.
(f) The Offer to Purchase, the Letter of Transmittal and the Form of
Acceptance relating to the Offer are incorporated herein by reference.
7
<PAGE>
SIGNATURES
After due inquiry and to the best of his or her knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: August 4, 1997
GENERAL ELECTRIC COMPANY
By: /s/ ROBERT E. HEALING
------------------------------------------
Name: Robert E. Healing
Title: Corporate Secretary
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ R. TODD BRADLEY
------------------------------------------
Name: R. Todd Bradley
Title: Vice President
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
(a)(1) Offer to Purchase dated August 4, 1997
(a)(2) Form of Letter of Transmittal
(a)(3) Form of Acceptance relating to the Offer
(a)(4) Form of Notice of Guaranteed Delivery
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees from Lazard
Freres & Co. LLC
(a)(6) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
(a)(7) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9
(a)(8) U.K. press announcement dated July 29, 1997
(a)(9) U.S. press announcement dated July 29, 1997
(a)(10) Summary advertisement published in the U.S. dated August 4, 1997
(a)(11) Newspaper advertisement published in the U.K. dated August 4, 1997
(a)(12) U.K. press announcement dated August 4, 1997
(b) Not applicable
(c)(1) Form of Deed of Undertaking for Rupert Hambro
(c)(2) Form of Deed of Undertaking for David Howell
(c)(3) Form of Deed of Undertaking for Appaloosa Management L.P.
(c)(4) Form of Deed of Undertaking for Commerzbank AG
(c)(5) Form of Deed of Undertaking for Lloyds Bank plc
(c)(6) Form of Deed of Undertaking for Loomis, Sayles & Company, L.P.
(c)(7) Form of Deed of Undertaking for National Westminster Bank Plc
(c)(8) Form of Deed of Undertaking for Royal Bank of Canada, London Branch
(d) Not applicable
(e) Not applicable
(f) The Offer to Purchase, the Letter of Transmittal and the Form of Acceptance relating to the Offer are
incorporated herein by reference
</TABLE>
9
<PAGE>
General Electric Capital Corporation*
Recommended Cash Offer
for
Central Transport Rental
Group plc
[LOGO]
OFFER DOCUMENT
* General Electric Capital Corporation is a wholly owned subsidiary of General
Electric Company, USA, not connected with the UK company of a similar name.
<PAGE>
OFFER TO PURCHASE DATED 4 AUGUST 1997
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO
SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE fINANCIAL
SERVICES ACT 1986.
If you have sold or otherwise transferred all your CTR Securities, please send
this document, together with the accompanying documents, as soon as possible to
the purchaser or transferee, or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for onward transmission to the purchaser
or transferee.
Lazard Brothers which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for GE Capital and for no one else in
connection with the Offer and will not be responsible to anyone other than GE
Capital for providing the protections afforded to its customers nor for giving
advice in relation to the Offer. Lazard Brothers is acting through Lazard Freres
for the purposes of making the Offer in and into the United States.
Deutsche Morgan Grenfell which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for CTR and for no one else
in connection with the Offer and will not be responsible to anyone other than
CTR for providing the protections afforded to its customers nor for giving
advice in relation to the Offer.
This document should be read in conjunction with the accompanying Form of
Acceptance or Letter of Transmittal.
- --------------------------------------------------------------------------------
RECOMMENDED CASH OFFER
by
LAZARD BROTHERS
on behalf of
GENERAL ELECTRIC CAPITAL CORPORATION
to acquire the whole of the issued
and to be issued share capital of
CENTRAL TRANSPORT RENTAL GROUP PLC
- --------------------------------------------------------------------------------
A letter of recommendation from the Chairman of CTR is set out on pages 4 and 5
of this document.
The Initial Offer Period will expire at 3 p.m. (London time), 10 a.m. (New York
City time) on 2 September 1997, unless extended. At the conclusion of the
Initial Offer Period, including any extension thereof, if all the Conditions
have been satisfied or, where permitted, waived, the Offer will be extended for
a Subsequent Offer Period of at least 14 calendar days. Holders of CTR
Securities will have withdrawal rights during the Initial Offer Period, but not
thereafter except in certain limited circumstances.
COMPLETED ACCEPTANCE FORMS SHOULD BE RETURNED AS SOON AS POSSIBLE, BUT, IN ANY
EVENT, SO AS TO BE RECEIVED BY NO LATER THAN 3 P.M. (LONDON TIME), 10 A.M. (NEW
YORK CITY TIME) ON 2 SEPTEMBER 1997. THE PROCEDURE FOR ACCEPTANCE OF THE OFFER
IS SET OUT ON PAGES 10 TO 12 OF THIS DOCUMENT AND IN THE ACCOMPANYING ACCEPTANCE
FORM.
<PAGE>
CERTAIN DEFINITIONS
Certain terms used herein are defined in Appendix V below.
APPLICABLE DISCLOSURE REQUIREMENTS
The Offer is being made for securities of a UK company and, while the Offer is
subject to UK and US disclosure requirements, US investors should be aware that
this document has been prepared in accordance with a UK format and style, which
differs from the US format and style for documents of this type. In particular,
the Appendices to this document contain information concerning the Offer in
response to US disclosure requirements that may be material and which has not
been summarised elsewhere. In addition, the summary financial statements of CTR
herein have been prepared in accordance with UK GAAP, and thus may not be
comparable to financial statements of US companies prepared in accordance with
US GAAP. The annual report and accounts of CTR for the year ended 30 April, 1997
contain a reconciliation to US GAAP.
REDUCTION OF THE ACCEPTANCE CONDITION
The Offer is conditional, amongst other things, on valid acceptances being
received (and not, where permitted, withdrawn) by the Initial Closing Date in
respect of not less than 90 per cent. in nominal value of CTR Securities to
which the Offer relates, or such lower percentage as GE Capital may decide,
provided that such Condition (the "Acceptance Condition") shall not be satisfied
unless GE Capital and its wholly-owned subsidiaries shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, CTR Securities
carrying in the aggregate more than 50 per cent. of the voting rights then
normally exercisable at general meetings of CTR and all other Conditions have
been satisfied or waived. GE Capital reserves the right to reduce the percentage
of CTR Securities required to satisfy the Acceptance Condition at some time
prior to all the other Conditions being satisfied or waived. At least five
Business Days prior to any such reduction, GE Capital will announce again that
it has reserved the right so to reduce the Acceptance Condition. The
announcement will be made through a press release and such other methods
reasonably designed to inform shareholders, including placing an advertisement
in a newspaper of national circulation in the United States. Such press release
will state the percentage to which the Acceptance Condition may be reduced and
state that such a reduction is possible, but that GE Capital is not required to
declare its actual intentions until it is required to do so under the City Code.
During such five Business Day period, shareholders who have tendered their CTR
Securities in the Offer will have withdrawal rights and such advertisement will
advise shareholders who have already tendered their CTR Securities to withdraw
their tenders immediately if their tender is affected by the reduced Acceptance
Condition. GE Capital will not make such an announcement unless GE Capital
believes there is a significant possibility that sufficient CTR Securities will
be tendered to permit the Acceptance Condition to be satisfied at such reduced
level. Holders of CTR Securities who are not willing to accept the Offer if the
Acceptance Condition is reduced to the minimum permitted level should either not
accept the Offer until the Subsequent Offer Period or be prepared to withdraw
their acceptances promptly following an announcement by GE Capital of its
reservation of the right to reduce the Acceptance Condition.
OFFER IN THE UNITED STATES
The Offer is being made in the United States by Lazard Brothers acting through
Lazard Freres. References in this document to the Offer being made by Lazard
Brothers should be read accordingly.
CONVERSION INTO US DOLLARS
Holders of CTR Shares may receive US dollars instead of pounds sterling on the
basis described in paragraph 18(f) of the letter from Lazard Brothers included
in this document. Holders of CTR ADSs evidenced by CTR ADRs, unless they elect
to receive pounds sterling, will receive US dollars on the basis described in
the same paragraph. The attention of all holders of CTR Securities is drawn to
the description in that paragraph of the mechanism for converting pounds
sterling into US dollars and of the exchange rate risks attached thereto.
RULE 8 NOTICES
Any person who, alone or acting together with any other person(s) pursuant to
any agreement or any understanding (whether formal or informal) to acquire or
control securities of CTR, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
CTR is generally required under the provisions of Rule 8 of the City Code to
notify the London Stock Exchange and the Panel of every dealing in such
securities during the Initial Offer Period. Dealings by CTR or their respective
"associates" (within the meaning of the City Code) in any class of securities of
CTR during the Initial Offer Period must also be so disclosed. Please consult
your financial adviser immediately if you believe this Rule may be applicable to
you.
2
<PAGE>
CONTENTS
Page
LETTER FROM THE CHAIRMAN OF CTR 4
LETTER FROM LAZARD BROTHERS 6
1. Introduction 6
2. The Offer 6
3. Terms and Conditions of the Offer 7
4. Regulation 8
5. Environmental Condition 8
6. Information on the GE Capital Group 8
7. Information on CTR 8
8. Reasons for the Offer 9
9. CTR Share Schemes 9
10. Directors, management and employees 9
11. Certain CTR indebtedness 9
12. UK taxation 9
13. US taxation 9
14. Overseas shareholders 10
15. Procedure for acceptance of the Offer 10
16. Rights of withdrawal 12
17. Financing 12
18. Settlement 12
19. Further information 14
20. Action to be taken 14
APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER I-1
APPENDIX II CHAIRMAN'S STATEMENT AND FINANCIAL AND OTHER
INFORMATION RELATING TO THE CTR GROUP II-1
APPENDIX III FINANCIAL AND OTHER INFORMATION ON GE CAPITAL AND
GENERAL ELECTRIC COMPANY III-1
APPENDIX IV ADDITIONAL INFORMATION IV-1
1. Responsibility IV-1
2. Directors IV-1
3. Stock exchange quotations, market price data and
principal purchases IV-2
4. Shareholdings and dealings IV-3
5. Irrevocable undertakings IV-6
6. Service agreements of the executive director, non-executive
chairman and company secretary of CTR and related matters IV-6
7. Other information IV-7
8. Material contracts IV-8
9. Background to the Offer IV-10
10. Compulsory acquisition IV-11
11. Certain consequences of the Offer IV-11
12. Legal and regulatory matters IV-12
13. United Kingdom taxation IV-13
14. United States federal income taxation for United
States residents IV-14
15. Fees and expenses IV-15
16. Sources of information and bases of calculation IV-15
17. Documents available for inspection IV-15
APPENDIX V DEFINITIONS V-I
3
<PAGE>
[LOGO]
Central Transport Rental
Central Transport Rental Group plc
Hampden Court, Kingsmead Business Park
London Road
High Wycombe
Buckinghamshire HP11 1JU
United Kingdom
Registered in England and Wales No. 1580263
4 August 1997
To holders of CTR Securities and, for information only, to participants in the
CTR Share Schemes
Dear Shareholder or ADS holder,
RECOMMENDED CASH OFFER FOR CTR
On 29 July 1997, the boards of CTR and GE Capital announced the terms of a
recommended cash offer to be made by Lazard Brothers on behalf of GE Capital for
CTR. This letter sets out the background to the Offer and the reasons why your
board is unanimously recommending all holders of CTR Shares and CTR ADSs to
accept the Offer. The formal Offer, which is subject to the conditions set out
in Appendix I to this document, is contained in the letter from Lazard Brothers
on pages 6 to 14 of this document.
TERMS OF THE OFFER
The Offer is being made on the following basis:
FOR EACH CTR SHARE 16 PENCE IN CASH; AND
FOR EACH CTR ADS 48 PENCE IN CASH.
The Offer values the current issued share capital of CTR at approximately
(pounds)118 million. The Offer represents a premium of approximately 129 per
cent. to the Closing Price of 7 pence per CTR Share and a premium of
approximately 132 per cent. to the Closing Price of 34.4 cents per CTR ADS on 28
July 1997, the last Business Day prior to the announcement of the Offer.
BACKGROUND
In 1993, the pressures of the recession resulted in losses together with a high
level of borrowing by the CTR Group. The deterioration in the financial position
of the CTR Group left it unable to finance its capital expenditure commitments.
Furthermore, the CTR Group found itself in breach of various financing
agreements and it entered into an interim financing arrangement with certain
banks. In early 1994, the CTR Group either cancelled or deferred long-term
expenditure commitments to purchase new trailers and in March 1994 CTR completed
the sale of its container rental operations to Transamerica Container
Acquisitions Corporation.
During the year ended 30 April 1996, in light of the CTR Group's continuing
losses, high level of borrowings and negative net worth, and taking into account
the financial uncertainties facing the group, the board of CTR determined that a
financial restructuring was in the best interests of CTR and its shareholders.
This allowed the CTR Group to reduce its borrowings and associated interest
burden, to enable it to continue to meet its financial obligations in the near
term and to avoid insolvent liquidation. However, at the time of the
restructuring the board of CTR drew to the attention of CTR's shareholders the
fact that the CTR Group would remain highly leveraged and had no expectation of
paying any dividends in the foreseeable future.
The restructuring, together with the sale of the Rail Division in June 1996,
provided the CTR Group with new funds to invest in its trailer fleet and secure
its position in its marketplaces. However, as was made clear by the board of CTR
at the time, even after the completion of the restructuring, CTR's principal
competitors retained significant competitive advantages in relation to CTR.
At the time of the restructuring CTR received a number of expressions of
interest from parties interested in acquiring, or making an investment in, the
CTR Group. However, even if a firm offer had been made at the levels indicated,
it would have been insufficient to repay in full the CTR Group's debt at that
time.
Your board believes the combination of TIP Europe and the CTR Group will create
an enlarged group which will provide an opportunity for the two businesses to
extend their services for equipment rental/leasing in Europe. Your board also
believes that the Offer price recognises both the progress made by the CTR Group
since the completion of the restructuring, as well as the potential contribution
that CTR can
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make to the combined entity. Futhermore, your board believes that the
combination of both entities is in the best interests of the CTR Group's
customers and its employees.
In considering the Offer, your board compared the benefits to shareholders of
the Offer with the benefits to them of remaining as shareholders in CTR as an
independent company. Following such consideration and taking into account the
advice of its financial adviser as described below, your board is unanimously
recommending the Offer.
DIRECTORS AND EMPLOYEES
GE Capital has given assurances to the board of CTR that the existing employment
rights of all CTR employees, and the existing pension rights of pensioners and
deferred pensioners of the CTR Group, will be fully safeguarded. Your attention
is also drawn to Paragraph 10 of the letter from Lazard Brothers.
TAXATION
Your attention is drawn to the sections headed "United Kingdom taxation" and
"United States federal income taxation for United States residents" in Appendix
IV. Any holder of CTR Securities who is in any doubt about his own tax position
or who is subject to taxation in any jurisdiction other than the UK or the US is
strongly recommended to consult his independent professional adviser
immediately.
CTR SHARE SCHEMES
The Offer extends to any fully paid CTR Shares which are unconditionally
allotted or issued while the Offer is open for acceptance, including those
unconditionally allotted or issued pursuant to the exercise of options under the
CTR Share Schemes.
Appropriate proposals will be made in due course to the participants in the CTR
Share Schemes if the Offer becomes or is declared unconditional in all respects.
ACTION TO BE TAKEN TO ACCEPT THE OFFER
Your attention is drawn to the letter from Lazard Brothers and the Appendices to
this document and to the Form of Acceptance or Letter of Transmittal, which set
out the procedures for acceptance of the Offer by holders of CTR Shares and CTR
ADSs respectively.
To accept the Offer, you should ensure that you return your completed Acceptance
Form in accordance with the instructions printed thereon as soon as possible and
in any event so as to be received by 3 p.m. (London time), 10 a.m. (New York
City time) on 2 September 1997. A reply paid envelope is enclosed for your use
if you are posting your documents in the United Kingdom or United States.
SHAREHOLDER UNDERTAKINGS
In addition to the irrevocable undertakings given by directors of CTR, six
shareholders have undertaken to accept the Offer in respect of a total of 264.8
million CTR Shares and 21.3 million CTR ADSs, representing approximately 44.5
per cent. of the current issued share capital of CTR. The undertakings from
these other shareholders will cease to be binding if a higher competing offer is
announced.
RECOMMENDATION
THE BOARD OF CTR, WHICH HAS BEEN SO ADVISED BY DEUTSCHE MORGAN GRENFELL,
CONSIDERS THE TERMS OF THE OFFER TO BE FAIR AND REASONABLE. ACCORDINGLY, THE
DIRECTORS OF CTR UNANIMOUSLY RECOMMEND ALL HOLDERS OF CTR SHARES AND CTR ADSs TO
ACCEPT THE OFFER AS THEY HAVE IRREVOCABLY UNDERTAKEN TO DO IN RESPECT OF THEIR
PERSONAL HOLDINGS, AMOUNTING TO 20,000 CTR SHARES AND OPTIONS IN RESPECT OF A
FURTHER 2,000,000 CTR SHARES. IN PROVIDING ADVICE TO THE BOARD OF CTR, DEUTSCHE
MORGAN GRENFELL HAS TAKEN ACCOUNT OF THE COMMERCIAL ASSESSMENTS OF THE DIRECTORS
OF CTR.
Yours sincerely,
/s/ Ian M. Clubb
Ian M. Clubb
Chairman
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[Letterhead of Lazard Brothers & Co., Limited]
4 August 1997
To holders of CTR Securities and, for information only, to participants in the
CTR Share Schemes
Dear Shareholder or ADS holder,
RECOMMENDED CASH OFFER BY LAZARD BROTHERS
ON BEHALF OF GE CAPITAL FOR CTR
1. INTRODUCTION
On 29 July 1997, the boards of GE Capital and CTR announced the terms of a
recommended cash offer for all issued and to be issued CTR Securities. This
letter contains the formal Offer made by Lazard Brothers on behalf of GE
Capital. Your attention is drawn to the letter from Ian Clubb, the Chairman of
CTR, which contains the recommendation of the directors of CTR set out on pages
4 and 5 of this document.
The directors of CTR have given irrevocable undertakings to accept the offer in
respect of their personal holdings amounting to 20,000 CTR Shares and options in
respect of a further 2,000,000 CTR Shares. In addition, other shareholders have
undertaken to accept the offer in respect of a total of 264.8 million CTR Shares
and 21.3 million CTR ADSs, representing approximately 44.5 per cent. of the
current issued share capital of CTR.
The Offer and this document are subject to the applicable requirements of both
the UK City Code and US federal securities laws, except to the extent that
exemptive relief from the US securities laws has been granted by the SEC.
2. THE OFFER
On behalf of GE Capital, we hereby offer to purchase, upon the terms and subject
to the Conditions set out in this document and in the relevant Acceptance Form,
all outstanding CTR Securities on the following basis:
for each CTR Share 16 pence in cash; and
for each CTR ADS 48 pence in cash.
The Offer values the current issued share capital of CTR at approximately
(pounds)118 million. The Offer represents a premium of approximately 129 per
cent. to the Closing Price of 7 pence per CTR Share and a premium of
approximately 132 per cent. to the Closing Price of 34.4 cents per CTR ADS on 28
July 1997, the last Business Day before the announcement of the Offer.
CTR Securities will be acquired under the Offer fully paid and free from all
liens, charges, equities, encumbrances and other interests and together with all
rights attaching thereto on or after 29 July 1997 (the date on which the Offer
was announced), including, without limitation, the right to receive and retain
all dividends, interest and other distributions (if any) declared, made or paid
on or after 29 July 1997.
TO ACCEPT THE OFFER YOU SHOULD RETURN THE RELEVANT ACCEPTANCE FORM AS SOON AS
POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY THE UK RECEIVING AGENT OR
THE US DEPOSITARY NO LATER THAN 3 P.M. (LONDON TIME), 10 A.M. (NEW YORK CITY
TIME) ON 2 SEPTEMBER 1997. THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT
IN PARAGRAPH 15 ("PROCEDURE FOR ACCEPTANCE OF THE OFFER") BELOW, IN PARAGRAPHS
7, 8 AND 9 OF PART B OF APPENDIX I BELOW AND IN THE ACCOMPANYING ACCEPTANCE
FORM.
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3. TERMS AND CONDITIONS OF THE OFFER
The Offer is subject to the further terms and Conditions set out in Appendix I
below and in the relevant Acceptance Form. The following summary of certain of
the terms and Conditions of the Offer is subject to and qualified in its
entirety by reference to Appendix I below.
The Offer is conditional on, amongst other things, valid acceptances being
received (and not, where permitted, withdrawn) by the Initial Closing Date in
respect of not less than 90 per cent. in nominal value of CTR Securities to
which the Offer relates (the "90 per cent. threshold"), or such lower percentage
as GE Capital may decide, provided that the Acceptance Condition shall not be
satisfied unless (i) GE Capital and its wholly-owned subsidiaries shall have
acquired or agreed to acquire (in accordance with the requirements of Notes 4 to
6 of Rule 10 of the City Code, to which reference is made in paragraphs 10(a)
and (b) of Part B of Appendix I below), whether pursuant to the Offer or
otherwise, CTR Securities carrying in the aggregate more than 50 per cent. of
the voting rights then normally exercisable at general meetings of CTR and (ii)
all other Conditions have been satisfied or waived. If the 90 per cent.
threshold (or such lower percentage holding to which GE Capital shall have
reduced the Acceptance Condition threshold) is satisfied before the Initial
Closing Date, the Acceptance Condition (subject to any permitted reduction in
the Acceptance Condition threshold) must continue to be satisfied on the Initial
Closing Date, by reference to the facts then subsisting.
GE Capital expects that it will reduce the percentage of CTR Securities required
to satisfy the Acceptance Condition at some time prior to all the other
Conditions being satisfied or waived. At least five Business Days prior to any
reduction in the percentage of CTR Securities required to satisfy the Acceptance
Condition, GE Capital will announce that it has reserved the right so to reduce
the Acceptance Condition. The announcement will be made through a press release
and such other methods reasonably designed to inform shareholders, including
placing an advertisement in a newspaper of national circulation in the United
States. Such press release will state the percentage to which the Acceptance
Condition may be reduced and state that such a reduction is possible but that GE
Capital is not required to declare its actual intentions until it is required to
do so under the City Code. During such five Business Day period, shareholders
who have tendered their CTR Securities in the Offer will have withdrawal rights
and such advertisement will advise shareholders who have already tendered their
CTR Securities to withdraw their tenders immediately if their tender is affected
by the reduced Acceptance Condition. GE Capital will not make such an
announcement unless GE Capital believes there is a significant possibility that
sufficient CTR Securities will be tendered to permit the Acceptance Condition to
be satisfied at such reduced level. Holders of CTR Securities who are not
willing to accept the Offer if the Acceptance Condition is reduced to the
minimum permitted level should either not accept the Offer until the Subsequent
Offer Period or be prepared to withdraw their acceptances promptly following an
announcement by GE Capital of its reservation of the right to reduce the
Acceptance Condition.
The Initial Offer Period will expire at 3 p.m. (London time), 10 a.m. (New York
City time), on 2 September 1997, unless extended by GE Capital. At the
conclusion of the Initial Offer Period, including any extension thereof, if all
Conditions have been satisfied or, where permitted, waived, the Offer will be
extended for a Subsequent Offer Period of at least 14 calendar days. Holders of
CTR Securities will have the right to withdraw their acceptances of the Offer
during the Initial Offer Period, but not during the Subsequent Offer Period,
except in certain limited circumstances. GE Capital reserves the right (but will
not be obliged) at any time to extend the Initial Offer Period, provided that GE
Capital may not extend the Initial Offer Period beyond 3 October 1997 without
the consent of the Panel. GE Capital reserves the right to seek the Panel's
approval to extend the final date for expiry of the Initial Offer Period to such
later date as the Panel may agree. An extension may be sought, among other
things, until such time as the regulatory conditions contained in Conditions (c)
and (d) have been satisfied.
If all of the Conditions are satisfied or, where permitted, waived within the
time permitted, payment for tendered CTR Securities will be made as provided in
paragraph 18 ("Settlement") below.
If all Conditions are satisfied or, where permitted, waived and GE Capital
acquires or contracts to acquire, pursuant to the Offer or otherwise, at least
90 per cent. in value of CTR Securities to which the Offer relates, it will be
entitled to and intends to acquire the remaining CTR Securities on the same
terms as the Offer pursuant to and subject to sections 428 to 430F (inclusive)
of the Companies Act. See paragraph 10 of Appendix IV ("Compulsory acquisition")
below.
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If all Conditions are satisfied or, where permitted, waived and GE Capital
acquires or contracts to acquire, pursuant to the Offer or otherwise, CTR
Securities giving it more than 75 per cent. of voting rights at general meetings
of CTR, but GE Capital is not in a position to effect the compulsory acquisition
of all outstanding CTR Securities in accordance with the sections of the
Companies Act referred to above, GE Capital intends to seek to procure the
making of an application by CTR to the London Stock Exchange for CTR Shares to
be delisted and the making of an application by CTR to the NYSE for CTR ADSs to
be delisted and to cause CTR to terminate the CTR ADR facility in accordance
with the deposit agreement relating thereto.
4. REGULATION
The Offer is subject to certain regulatory consents and confirmations being
obtained. Approaches made by GE Capital to relevant regulatory authorities in
connection with the Offer include a submission to the Office of Fair Trading and
notification to the German Federal Cartel Office and the Belgian Competition
Service.
Further details of regulatory issues applicable to the Offer are set out in
paragraph 12 of Appendix IV ("Legal and regulatory matters") below.
5. ENVIRONMENTAL CONDITION
The Offer is subject to certain conditions contained in paragraph (k) of Part A
of Appendix I relating to environmental matters being satisfied.
6. INFORMATION ON THE GE CAPITAL GROUP
GE Capital, an indirect wholly owned subsidiary of General Electric Company (not
connected with the UK company of a similar name), is a substantial diversified
financial services company. GE Capital's activities include equipment
management, mid-market financing, specialised financing, speciality insurance
and consumer services.
One of GE Capital's equipment management businesses is TIP Europe, which is a
leading commercial trailer rental, leasing and sales company.
General Electric Company is a diversified manufacturing, technology and services
company with operations worldwide. In the year ended 31 December 1996, General
Electric Company's consolidated revenues were $79 billion and net earnings were
$7 billion.
Further information on the GE Capital Group and General Electric Company is set
out in Appendices III and IV below.
7. INFORMATION ON CTR
The CTR Group is engaged in transportation equipment rental/leasing, operating
substantial trailer rental fleets in Europe. It focuses upon the provision of
operating leases on several types of trailers, together with other related
value-added services, including maintenance and damage protection.
CTR operates 132 depots, with a total fleet of approximately 22,500 trailers, in
nine European countries. The CTR Group's principal markets are the United
Kingdom, Germany, France, Holland and Belgium and 26 of these depots and some
8,850 trailers are located in the United Kingdom.
As at 30 April 1997, CTR had total assets of (pounds)307.7 million, net debt of
(pounds)223.2 million and shareholders funds of (pounds)32.9 million. For the
twelve months ended 30 April 1997, CTR generated turnover from continuing
activities of (pounds)110.9 million, operating profits before exceptional items
of (pounds)15.2 million, and profit before tax of (pounds)5.8 million.
The CTR Group's principal markets remain very competitive, although the CTR
Group is continuing to benefit from the effects of its financial restructuring.
Trading since the financial year end has been in line with expectations and with
the continuation of the positive performance seen in the second half of the
financial year ended 30 April 1997.
Further information on the CTR Group is set out in Appendices II and IV below.
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8. REASONS FOR THE OFFER
The board of GE Capital believes the acquisition of CTR represents an
exceptional opportunity which will benefit the customers of both TIP Europe and
CTR. CTR is a well positioned company with capable, experienced employees and
the support of GE Capital's financial and technological strengths will allow it
to reach its full potential.
9. CTR SHARE SCHEMES
The Offer will extend to any fully paid CTR Shares which are unconditionally
allotted or issued while the Offer is open for acceptance, including those
unconditionally allotted or issued pursuant to the exercise of options under the
CTR Share Schemes.
Appropriate proposals will be made in due course to the participants in the
CTR Share Schemes if the Offer becomes or is declared unconditional in all
respects.
10. DIRECTORS, MANAGEMENT AND EMPLOYEES
CTR is a well positioned company with capable and experienced employees. GE
Capital has given assurances to the board of CTR that the existing employment
rights of all CTR employees, and the existing pension rights of pensioners and
deferred pensioners of the CTR Group, will be fully safeguarded.
11. CERTAIN CTR INDEBTEDNESS
Under the terms of the CTR Group's existing US public bond indebtedness of
$238.5 million, upon a change of control of CTR (which will occur in connection
with the Offer upon the commencement of the Subsequent Offer Period), CTR will
be required to make an offer to repurchase such bond indebtedness at a price
equal to the principal amount thereof, plus accrued and unpaid interest to the
date of payment, together with a premium. CTR is also entitled to redeem such
bond indebtedness at any time at a price equal to the principal amount thereof,
plus accrued and unpaid interest to the date of redemption, together with a
premium. In addition, CTR will be required to repay the amounts outstanding
under its existing bank indebtedness, together with a premium, upon a change of
control of CTR (which will occur in connection with the Offer upon the
commencement of the Subsequent Offer Period).
12. UK TAXATION
GE Capital has been advised that, under current UK legislation and Inland
Revenue practice the UK taxation treatment of the acceptance of the Offer for
holders of CTR Securities will depend on the particular circumstances of such
holders of CTR Securities. The following summary is applicable only to holders
of CTR Shares who are the beneficial owners of their CTR Shares, who hold their
CTR Shares (otherwise than under a personal equity plan) as an investment, and
who are resident in the UK for tax purposes.
A valid acceptance of the Offer by a holder of CTR Shares will constitute a
disposal, or part disposal, for the purpose of UK taxation of capital gains.
Such a disposal or part disposal, may, depending on such holder's particular
circumstances, give rise to a liability to UK taxation of capital gains.
Further information on UK tax law and practice current at the date of this
document is contained in paragraph 13 of Appendix IV ("United Kingdom taxation")
below.
Any holder of CTR Securities who is in any doubt about his own tax position or
who is subject to taxation in any jurisdiction other than the UK or the US is
strongly recommended to consult his independent professional adviser
immediately.
13. US TAXATION
The paragraph below addresses certain current US federal income tax consequences
applicable to holders of CTR Securities who are citizens or residents of the US,
US domestic corporations or otherwise taxed as United States residents. It does
not apply to tax issues arising from a holder's particular circumstances, such
as participation in the CTR Share Schemes or being a dealer in securities.
The receipt of cash pursuant to the Offer will be a taxable transaction for US
income tax purposes and may also be a taxable transaction under applicable US
state, local, foreign and other tax laws.
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In general, a holder of CTR Securities who sells such securities pursuant to the
Offer will, for US federal income tax purposes, recognise a gain or loss equal
to the difference between such holder's US dollar adjusted tax basis in CTR
Securities sold and the US dollar value of the amount of cash received in
exchange therefor. Such gain or loss will generally be capital gain or loss and
will be long-term capital gain or loss if, on the date of sale, CTR Securities
were considered for US federal income tax purposes to have been held for more
than one year. An accrual basis holder of CTR Securities who sells such
securities pursuant to the Offer may have a foreign currency exchange gain or
loss for US federal income tax purposes in addition to the gain or loss
recognised by the holder on the disposition of CTR Securities pursuant to the
Offer.
FURTHER INFORMATION ON THE APPLICATION OF CURRENT US TAX LAWS IS CONTAINED IN
PARAGRAPH 14 OF APPENDIX IV ("UNITED STATES FEDERAL INCOME TAXATION") BELOW.
ANY HOLDER OF CTR SECURITIES WHO IS IN ANY DOUBT ABOUT HIS OWN TAX POSITION
OR WHO IS SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK OR THE US
IS STRONGLY RECOMMENDED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER
IMMEDIATELY.
14. OVERSEAS SHAREHOLDERS
The attention of holders of CTR Securities who are citizens or residents of
jurisdictions outside the UK or the US is drawn to paragraph 6 of Part B of
Appendix I ("Overseas shareholders") below.
15. PROCEDURE FOR ACCEPTANCE OF THE OFFER
(a) Holders of CTR Shares
The attention of holders of CTR Shares is drawn to paragraph 8 of Part B
of Appendix I ("Procedures for tendering CTR Shares") below and to the
relevant provisions of the Form of Acceptance.
You should note that, if you hold CTR Shares in both certificated and
uncertificated form (that is, in CREST), you should complete a separate
Form of Acceptance for each holding. If you hold CTR Shares in
uncertificated form, but under different member account IDs, you should
complete a separate Form of Acceptance in respect of each member account
ID. Similarly, if you hold CTR Shares in certificated form, but under
different designations, you should complete a separate Form of Acceptance
in respect of each designation.
(i) TO ACCEPT THE OFFER
To accept the Offer, you should complete Box 1, Box 2 and (if your
CTR Shares are in CREST) Box 3, and sign Box 4 of the Form of
Acceptance in accordance with the instructions printed on it. All
holders of CTR Shares who are individuals should sign the Form of
Acceptance in the presence of a witness, who should also sign Box 4
in accordance with the instructions printed on it.
(ii) RETURN OF FORM OF ACCEPTANCE
TO ACCEPT THE OFFER, THE FORM OF ACCEPTANCE MUST BE COMPLETED AND
RETURNED, WHETHER OR NOT YOUR CTR SHARES ARE IN CREST. THE
COMPLETED, SIGNED AND (IF YOU ARE AN INDIVIDUAL) WITNESSED FORM OF
ACCEPTANCE, TOGETHER WITH, IF YOUR CTR SHARES ARE NOT IN CREST, THE
SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE FOR YOUR CTR
SHARES, SHOULD BE RETURNED BY POST OR BY HAND TO THE ROYAL BANK OF
SCOTLAND PLC, REGISTRAR'S DEPARTMENT, NEW ISSUES SECTION, PO BOX
859, CONSORT HOUSE, EAST STREET, BEDMINSTER, BRISTOL BS99 1XZ, OR,
BY HAND, DURING NORMAL BUSINESS HOURS ONLY, TO THE ROYAL BANK OF
SCOTLAND PLC, REGISTRAR'S DEPARTMENT, NEW ISSUES SECTION, PO BOX
633, 5-10 GREAT TOWER STREET, LONDON EC3R 5ER OR BY POST TO THE
BANK OF NEW YORK, TENDER & EXCHANGE DEPARTMENT, P.O. BOX 11248,
CHURCH STREET STATION, NEW YORK, NEW YORK 10286-1248 OR BY HAND OR
OVERNIGHT COURIER TO THE BANK OF NEW YORK, TENDER & EXCHANGE
DEPARTMENT, 101 BARCLAY STREET, RECEIVE AND DELIVER WINDOW, NEW
YORK, NEW YORK 10286, AS SOON AS POSSIBLE BUT, IN ANY EVENT, SO AS
TO BE RECEIVED NO LATER THAN 3 P.M. (LONDON TIME), 10 A.M. (NEW YORK
CITY TIME) ON 2 SEPTEMBER 1997. A reply-paid envelope is enclosed
for your convenience and may be used by holders of CTR Shares for
returning Forms of Acceptance within the
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UK and US only. The instructions printed on the Form of Acceptance
form part of the terms of the Offer.
(iii) CTR SHARES IN UNCERTIFICATED FORM (THAT IS, IN CREST)
If your CTR Shares are in uncertificated form (that is, if you do
not have a paper share certificate because your shares are held in
CREST), you should read carefully paragraphs 8(d)-(l) of Part B of
Appendix 1, which set out the acceptance procedures for holders of
CTR Shares in uncertificated form.
IF YOU ARE A CREST SPONSORED MEMBER, YOU SHOULD REFER TO YOUR CREST
SPONSOR BEFORE TAKING ANY ACTION.
(iv) SHARE CERTIFICATES NOT READILY AVAILABLE OR LOST
If your CTR Shares are in certificated form but your share
certificate(s) and/or other document(s) of title is/are not readily
available or is/are lost, the Form of Acceptance should nevertheless
be completed, signed and returned as stated in paragraph (ii) above
so as to arrive no later than 3 p.m. (London time), 10 a.m. (New
York City time) on 2 September 1997, together with any share
certificate(s) and/or other document(s) of title that you have
available, accompanied by a letter stating that the balance will
follow. You should then arrange for the relevant share
certificate(s) and/or other document(s) of title to be forwarded as
soon as possible thereafter. No acknowledgement of receipt of
documents will be given. In the case of loss, you should write as
soon as possible to The Royal Bank of Scotland plc, Registrar's
Department, PO Box 435, Owen House, 8 Bankhead Crossway North,
Edinburgh EH11 4BR if you are resident outside the United States, or
otherwise to The Bank of New York, 101 Barclay Street, New York NY
10286 for a letter of indemnity for lost share certificate(s) and/or
other document(s) of title which, when completed in accordance with
the instructions given, should be returned to The Royal Bank of
Scotland if you are resident outside the United States or otherwise
to The Bank of New York, in each case at one of the addresses
specified in paragraph 15(a)(ii) above.
(v) DEPOSITS OF CTR SHARES INTO, AND WITHDRAWALS OF CTR SHARES FROM,
CREST
Normal CREST procedures (including timings) apply in relation to any
CTR Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form,
during the course of the Offer (whether any such conversion arises
as a result of a transfer of CTR Shares or otherwise). Holders of
CTR Shares who are proposing so to convert any such shares are
recommended to ensure that the conversion procedures are implemented
in sufficient time to enable the person holding or acquiring the
shares as a result of the conversion to take all necessary steps in
connection with an acceptance of the Offer (in particular, as
regards delivery of share certificate(s) and/or other document(s) of
title or transfers to an escrow balance as described in paragraph 8
of Part B of Appendix I) prior to 3 p.m. (London time), 10 a.m.
(New York City time) on 2 September 1997.
(b) Holders of CTR ADSs
The attention of holders of CTR ADSs is drawn to paragraph 7 of Part B of
Appendix I ("Procedures for tendering CTR ADSs") below and to the relevant
provisions of the Letter of Transmittal.
To accept the Offer, holders of CTR ADSs must complete the Letter of
Transmittal in accordance with the instructions printed on it. The
completed Letter of Transmittal should be sent in the accompanying
reply-paid envelope or delivered by hand together with the required
signature guarantees and any other required documents to the US Depositary
at one of its addresses set forth on the back cover of this document and
CTR ADRs must be either received by the US Depositary at one of such
addresses or delivered in accordance with paragraph 7 of Part B of
Appendix I referred to above.
(c) Validity of acceptances
Subject to the City Code, GE Capital reserves the right to treat as valid
in whole or in part any acceptance of the Offer which is not entirely in
order or which is not accompanied (as applicable)
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by the relevant transfer to escrow or the relevant share certificate(s)
and/or other document(s) of title or which is received by it at a place or
places other than set out in this document or the Acceptance Form.
In that event, no payment of cash under the Offer will be made until after
(as applicable) the relevant transfer to escrow has settled or the
relevant share certificate(s) and/or other document(s) of title or
indemnities satisfactory to GE Capital have been received by the UK
Receiving Agent or the US Depositary, as the case may be.
(d) General
No acknowledgement of receipt of Forms of Acceptance, Letters of
Transmittal, share certificates, CTR ADRs or other documents of title or
documentation in relation to the Offer will be given.
IF YOU ARE IN ANY DOUBT AS TO THE PROCEDURES FOR ACCEPTANCE, PLEASE
CONTACT THE UK RECEIVING AGENT AT THE ROYAL BANK OF SCOTLAND PLC,
REGISTRAR'S DEPARTMENT, NEW ISSUES SECTION BY TELEPHONE ON 0117 937 0672
OR THE BANK OF NEW YORK AT 101 BARCLAY STREET, NEW YORK, NY 10286 BY
TELEPHONE ON 1 800 507 9357. YOU ARE REMINDED THAT, IF YOU ARE A CREST
SPONSORED MEMBER, YOU SHOULD CONTACT YOUR CREST SPONSOR BEFORE TAKING ANY
ACTION.
16. RIGHTS OF WITHDRAWAL
With certain exceptions pursuant to an SEC exemptive order, the Offer is subject
to the US tender offer rules applicable to securities registered under the
Exchange Act, as well as to the City Code. This has necessitated a number of
changes from the procedures which normally apply to offers for UK companies,
including those applicable to the rights of holders of CTR Securities to
withdraw their acceptance of an offer.
Under the Offer, holders of CTR Securities will be able to withdraw their
acceptances at any time prior to the Initial Closing Date and in certain other
circumstances. The Offer will be deemed not to have been validly accepted in
respect of any CTR Securities which have been validly withdrawn.
However, the Offer may be accepted again in respect of any withdrawn CTR
Securities by following one of the procedures described in paragraph 15 above of
this letter ("Procedure for acceptance of the Offer") at any time prior to the
expiry or lapse of the Offer.
Further details of these rights of withdrawal and the procedure for effecting
withdrawals are set out in paragraph 3 of Part B of Appendix I ("Rights of
withdrawal") below.
17. FINANCING
The consideration under the Offer will be financed out of the existing cash
resources of GE Capital.
18. SETTLEMENT
(a) Date of payment
The settlement procedure with respect to the Offer will be generally
consistent with UK practice. However, with regard to the date of payment,
the consideration under the Offer will be paid promptly in accordance with
the US tender offer rules.
Accordingly, subject to the satisfaction or, where permitted, waiver of
all of the Conditions, settlement to validly accepting holders of CTR
Shares and validly accepting holders of CTR ADSs or other designated
agents will be effected:
(i) in the case of acceptances received complete in all respects by the
Initial Closing Date, promptly after such date; or
(ii) in the case of acceptances received complete in all respects during
the Subsequent Offer Period, promptly after such receipt.
(b) CTR Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to CTR Shares in uncertificated form, the cash
consideration to which accepting holders of CTR Shares are entitled will
be paid by means of CREST by GE Capital procuring the creation of an
assured payment obligation in favour of the accepting shareholders'
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payment bank in respect of the cash consideration due, in accordance with
the CREST assured payment arrangement.
GE Capital reserves the right to settle all or any part of the cash
consideration referred to above, for all or any accepting shareholder(s),
in the manner referred to in paragraph (c) below, if, for any reason, it
wishes to do so.
(c) CTR Shares in certificated form and CTR ADSs
Where an acceptance relates to CTR Shares in certificated form or CTR ADSs
evidenced by CTR ADRs, cheques drawn on a branch of a UK clearing bank for
cash due will be despatched by post (or by such other method as may be
approved by the Panel).
(d) Lapsing of the Offer
If the Conditions are not satisfied or, where permitted, waived, (i) in
respect of CTR Shares in certificated form and CTR ADSs, the relevant
share certificate(s) and/or other documents of title will be returned by
post (or by such other method as may be approved by the Panel) to the
person whose name and address is set out in Box 2 (or, if applicable, Box
5) of the Form of Acceptance or the box labelled "Special Delivery
Instructions" on the Letter of Transmittal, as the case may be, promptly
after the Offer lapsing and (ii) in respect of CTR Shares in
uncertificated form (that is, in CREST) The Royal Bank of Scotland will,
promptly after the lapsing of the Offer, give transfer from escrow
instructions to CRESTCo to transfer all relevant CTR Shares held in escrow
balances and in relation to which it is the escrow agent for the purposes
of the Offer to the original available balances of the holders of CTR
Shares concerned.
(e) General
All documents and remittances sent by, to, or from holders of CTR
Securities or their appointed agents will be sent at their own risk.
(f) Currency of consideration
Instead of pounds sterling, holders of CTR Shares who so wish may, by
putting "YES" in Box 6 on the Form of Acceptance, elect to receive US
dollars on the following basis: the cash amount payable in pounds sterling
to which such holder would otherwise be entitled pursuant to the terms of
the Offer will be converted, without charge, from pounds sterling to US
dollars at the exchange rate obtainable by the relevant payment agent
(either the UK Receiving Agent or the US Depositary) on the spot market in
London at approximately noon (London time) on the date the cash
consideration is made available by GE Capital to the relevant payment
agent for delivery in respect of the relevant CTR Shares. A holder of CTR
Shares may receive such amount in US dollars on the basis set out above
only in respect of the whole of his holding of CTR Shares in respect of
which he accepts the Offer. Unless they elect to receive pounds sterling
by ticking the box marked "Pounds Sterling payment Election" on the Letter
of Transmittal, holders of CTR ADSs will receive consideration converted
into US dollars as described above, as if such holders of CTR ADSs had
elected to receive US dollars. Holders of CTR Securities may not elect to
receive a combination of pounds sterling and US dollars. Consideration in
US dollars may be inappropriate for holders of CTR Shares other than
persons resident in the US and holders of CTR ADSs.
THE ACTUAL AMOUNT OF US DOLLARS RECEIVED WILL DEPEND UPON THE EXCHANGE
RATE PREVAILING ON THE DATE ON WHICH FUNDS ARE MADE AVAILABLE TO THE
RELEVANT PAYMENT AGENT BY GE CAPITAL. HOLDERS OF CTR SECURITIES SHOULD BE
AWARE THAT THE US DOLLAR/POUNDS STERLING EXCHANGE RATE WHICH IS PREVAILING
AT THE DATE ON WHICH AN ELECTION IS MADE TO RECEIVE DOLLARS AND ON THE
DATE OF DESPATCH OF PAYMENT MAY BE DIFFERENT FROM THAT PREVAILING ON THE
DATE ON WHICH FUNDS ARE MADE AVAILABLE TO THE RELEVANT PAYMENT AGENT BY GE
CAPITAL. IN ALL CASES, FLUCTUATIONS IN THE US DOLLAR/POUNDS STERLING
EXCHANGE RATE ARE AT THE RISK OF ACCEPTING HOLDERS OF CTR SECURITIES WHO
ELECT OR ARE TREATED AS HAVING ELECTED TO RECEIVE THEIR CONSIDERATION IN
US DOLLARS. GE CAPITAL SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO THE
CASH CONSIDERATION PAYABLE OTHER THAN TO MAKE PAYMENT IN POUNDS STERLING.
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19. FURTHER INFORMATION
Your attention is drawn to Appendix I to this document, which contains the
Conditions and further terms and forms part of this document, and to the
other Appendices to this document which contain important information in
connection with the Offer and to the accompanying Acceptance Form.
20. ACTION TO BE TAKEN
YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED FORM OF ACCEPTANCE
OR LETTER OF TRANSMITTAL (AS APPROPRIATE) AS SOON AS POSSIBLE, BUT IN ANY
EVENT SO AS TO ARRIVE BY NO LATER THAN 3 P.M. (LONDON TIME), 10 A.M. (NEW
YORK CITY TIME) ON 2 SEPTEMBER 1997.
Yours sincerely
for and on behalf of
Lazard Brothers & Co., Limited
David Anderson
Managing Director
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APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
PART A
CONDITIONS OF THE OFFER
The Offer, which is being made by Lazard Brothers on behalf of GE Capital,
complies with the rules and regulations of the London Stock Exchange and the
City Code and is governed by English law and subject to the jurisdiction of the
English courts. In addition, the Offer is subject to the applicable requirements
of the United States federal securities laws (except to the extent that
exemptive relief has been granted by the SEC).
The Offer is subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (London Time), 10.00 a.m. (New York City time) on
2 September 1997 (or such later time(s) and/or date(s) as GE Capital may,
subject to the City Code, decide) in respect of not less than 90 per cent.
(or such lower percentage as GE Capital may decide) in nominal value of
the CTR Securities to which the Offer relates, provided that this
Condition shall not be satisfied unless GE Capital and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, CTR Securities carrying, in
aggregate, more than 50 per cent. of the voting rights then normally
exercisable at general meetings of CTR. For the purposes of this
Condition:
(i) any CTR Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights they will carry
upon issue; and
(ii) the expression "CTR Securities to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies
Act;
Provided that, unless GE Capital determines otherwise, this
Condition (a) can only be treated as satisfied at a time when all of
the other Conditions in paragraphs (b) to (k) are either satisfied
or waived;
(b) the Office of Fair Trading in the United Kingdom indicating, in terms
reasonably satisfactory to GE Capital, that it is not the intention of the
Secretary of State for Trade and Industry to refer the proposed
acquisition of CTR by GE Capital, or any matter arising therefrom or
related thereto, to the Monopolies and Mergers Commission;
(c) the German Federal Cartel Office indicating, in terms reasonably
satisfactory to GE Capital, that it does not intend to prohibit the
proposed acquisition of CTR by GE Capital or impose remedial conditions
which GE Capital reasonably considers unsatisfactory;
(d) the Belgian Competition Council indicating, in terms reasonably
satisfactory to GE Capital, that it does not intend to prohibit the
proposed acquisition of CTR by GE Capital;
(e) there being no provision of any agreement, arrangement, licence, permit,
franchise or other instrument to which any member of the wider CTR Group
is a party or by or to which any such member or any of its assets may be
bound, entitled or subject, which, in consequence of the Offer, or the
proposed acquisition by GE Capital of any shares or other securities in
CTR or because of a change in the control or management of CTR or
otherwise, could result in (to an extent which is material in the context
of the wider CTR Group taken as a whole):
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member being or
becoming repayable or capable of being declared repayable
immediately or earlier than its stated maturity date or repayment
date or the ability of any such member to borrow money or incur any
indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any agreement, arrangement, licence, permit, franchise or instrument
or the rights, liabilities, obligations or interests of any member
of the wider CTR Group being
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terminated or modified or affected or any obligation or liability
arising or any action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member or any such security interest,
whenever arising or having arisen, becoming enforceable;
(v) the rights, liabilities, obligations or interests of any member of
the wider CTR Group in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating to
any such interest or business) being terminated, modified or
affected;
(vi) the financial or trading position or prospects of any member of the
wider CTR Group being prejudiced or adversely affected; or
(vii) any member of the wider CTR Group ceasing to be able to carry on
business under any name under which it presently does so;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit, franchise or other
instrument to which any member of the wider CTR Group is a party or
by or to which any such member or any of its assets may be bound,
entitled or subject, could reasonably be expected to result in any
of the events or circumstances as are referred to in sub-paragraphs
(i) to (vii) of this paragraph (e) to an extent which is material in
the context of the wider CTR Group taken as a whole;
(f) no government, government department or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, court, trade
agency, association, institution or any other body or person whatsoever in
any jurisdiction (each a "Third Party") having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry
or reference, or enacted, made or proposed any statute, regulation,
decision or order or having taken any other steps which would or could
reasonably be expected to:
(i) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the wider GE
Capital Group or any member of the wider CTR Group of all or any
portion of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to conduct any
of their respective businesses (or any of them) or to own any of
their respective assets or properties or, any part thereof in any
such case to an extent which is material in the context of the wider
GE Capital Group or, if applicable, the wider CTR Group (and in each
case taken as a whole);
(ii) require, prevent or materially delay the divestiture by any member
of the wider GE Capital Group of any shares or other securities in
CTR;
(iii) impose any limitation on, or result in a delay in, the ability of
any member of the wider GE Capital Group or the wider CTR Group,
directly or indirectly, to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in any member of the wider CTR Group
or the wider GE Capital Group or to exercise management control over
any such member in any such case to an extent which is material in
the context of the wider GE Capital Group or, if applicable, the
wider CTR Group (and in each case taken as a whole);
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the wider GE Capital Group or of any
member of the wider CTR Group in any such case to an extent which is
material in the context of the wider GE Capital Group or if
applicable, the wider CTR Group (in each case taken as a whole);
(v) make the Offer or its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of CTR
by any member of the wider GE Capital
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Group void, illegal, and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly,
materially restrain, restrict, prohibit, delay or otherwise
interfere with the same, or impose additional material conditions or
obligations with respect thereto;
(vi) require any member of the wider GE Capital Group or the wider CTR
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider CTR Group or the
wider GE Capital Group owned by any third party; or
(vii) impose any limitation on the ability of any member of the wider GE
Capital Group or the wider CTR Group to co-ordinate its business, or
any part of it, with the businesses of any other members of either
group in any such case to an extent which is material in the context
of the wider GE Capital Group or, if applicable, the wider CTR Group
(and in each case taken as a whole);
(g) all applicable waiting and other time periods during which any Third Party
could, in respect of the Offer, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any relevant jurisdiction which could be material
in the context of the Offer having expired, lapsed or been terminated;
(h) all necessary filings or applications having been made in connection with
the Offer and all statutory or regulatory obligations in any applicable
jurisdiction having been complied with in connection with the Offer or the
acquisition, directly or indirectly, by any member of the wider GE Capital
Group of any shares or other securities in, or control of, CTR and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals reasonably deemed
necessary or appropriate by GE Capital for or in respect of the Offer or
the proposed acquisition of any shares or other securities in, or control
of, CTR by any member of the wider GE Capital Group having been obtained
in terms and in a form reasonably satisfactory to GE Capital from all
appropriate Third Parties or from any persons with whom any member of the
wider CTR Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with all
authorisations, orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on
the business of any member of the wider CTR Group, remaining in full force
and effect and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Offer
becomes otherwise unconditional (in any such case with respect to
contractual arrangements which are material in the context of the CTR
Group taken as a whole);
(i) except as publicly announced by CTR prior to 29 July 1997 or disclosed in
the accounts or the Form 20-F of CTR for the year ended 30 April 1997, no
member of the wider CTR Group having, since 30 April 1997 to an extent
which is material in the context of the CTR Group taken as a whole:
(i) save as between CTR and wholly-owned subsidiaries of CTR or for CTR
Shares issued pursuant to the exercise of options granted under the
CTR Share Schemes prior to 29 July 1997, issued, authorised or
proposed the issue of additional shares of any class;
(ii) save as between CTR and wholly-owned subsidiaries of CTR or for the
grant of options under the CTR Share Schemes prior to 29 July 1997,
issued or authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the CTR Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution;
(iv) save for intra-CTR Group transactions, merged with any body
corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any asset or any
right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to
propose any such merger,
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acquisition, disposal, transfer, mortgage, charge or security
interest (in each case other than in the ordinary course of
business);
(v) save for intra-CTR Group transactions made or authorised or proposed
or announced an intention to propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or (save
for intra-CTR Group transactions) incurred or increased any
indebtedness or contingent liability or become subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary
course of business or entered into or changed the terms of any
contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long-term, onerous or unusual nature or magnitude or
which is or is likely to be materially restrictive to the businesses
of any member of the wider CTR Group or which involves or could
involve an obligation of such a nature or magnitude or which is
other than in the ordinary course of business;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up (voluntary or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer
of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or had any such person appointed;
(xi) made or agreed or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its directors
and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable thereunder, or to the
basis on which qualification for or accrual or entitlement to such
benefits or pensions are calculated or determined, or to the basis
upon which the liabilities (including pensions) of such pension
schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation;
(xii) waived or compromised any claim other than in the ordinary course of
business; or
(xiii) entered into any contract, commitment, arrangement or agreement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
and, for the purposes of paragraphs (iv), (v) and (vi) of this
Condition, the term "CTR Group" shall mean CTR and its wholly-owned
subsidiaries;
(j) since 30 April 1997 and save as disclosed in the accounts or the Form 20-F
of CTR for the year ended 30 April 1997, or publicly announced by CTR
prior to 29 July 1997:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the wider CTR Group which is material in
the context of the wider CTR Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider CTR Group is or, to its
knowledge, may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party against or in
respect of any member of the wider CTR Group having been instituted,
threatened in writing or announced by or against or remaining
outstanding in respect of any member of
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the wider CTR Group which in any such case could reasonably be
expected to affect materially and adversely the wider CTR Group
taken as a whole; and
(iii) no contingent or other liability having arisen or become apparent to
GE Capital which might reasonably be expected to affect materially
and adversely the wider CTR Group taken as a whole;
(k) GE Capital not having discovered:
(i) that the financial, business or other information taken as a whole,
concerning the wider CTR Group as contained in the information
publicly disclosed since 15 May 1996 by or on behalf of any member
of the wider CTR Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make
that information not materially misleading;
(ii) that any member of the wider CTR Group which is not a subsidiary
undertaking of CTR is subject to any liability (contingent or
otherwise) which is not disclosed in the annual report and accounts
of CTR for the year ended 30 April 1997 or in CTR's Form 20-F for
the year then ended and which is material to the wider CTR Group
taken as a whole;
(iii) any member of the wider CTR Group has not complied with any HSE Law
which noncompliance would or would be likely to give rise to any
material liability or cost on the part of any member of the wider
CTR Group for which there is not an unused provision, which is
expressed to be in respect of environmental matters, in the accounts
of CTR for the year ended 30 April 1997;
(iv) there is any HSE Matter on or about, or there is any HSE Matter at
or from, any land or other asset owned, occupied or made use of at
any time by any member of the wider CTR Group as to which any member
of the wider CTR Group is or could reasonably be expected to be held
responsible under HSE Laws, or any person in which any such member
may have or have had an interest or any former, in either case,
member or predecessor in business of the wider CTR Group as to which
any member of the wider CTR Group is or could reasonably be expected
to be held responsible under HSE Laws, which would be likely to give
rise to any material liability or cost on the part of any member of
the wider CTR Group that would result in a material liability for
which there is not an unused provision, which is expressed to be in
respect of environmental matters, in the accounts of CTR for the
year ended 30 April 1997;
(v) there is or is reasonably likely to be any requirement under HSE
Laws (whether as a result of the making of the Offer or otherwise)
to remediate any land or other asset owned, occupied or made use of
at any time by any member of the wider CTR Group or any former
member or predecessor in business of any member of the wider CTR
Group as to which any member of the wider CTR Group is or could be
held responsible under HSE Laws that would result in a material
liability for which there is not an unused provision, which is
expressed to be in respect of environmental matters, in the accounts
of CTR for the year ended 30 April 1997; or
(vi) any member of the wider CTR Group is reasonably likely to be subject
to any material liability or requirement to improve or install plant
or equipment in order to achieve or maintain compliance with any HSE
Law for which there is not an unused provision, which is expressed
to be in respect of environmental matters, in the accounts of CTR
for the year ended 30 April 1997;
and, for the purposes of sub-paragraphs (iii), (iv), (v) and (vi) of
this paragraph (k), a liability, cost or requirement shall, but
without prejudice to the meaning of material in any other Condition,
be deemed to be material if it amounts to (pounds)7 million or more
(calculated at net present value) or if such liability, cost or
requirement together with the aggregate amount of any other such
liability, cost or requirement amounts or is reasonably likely to
amount to (pounds)7 million or more (calculated at net present
value), or results or is reasonably likely to result in expenditure
of (pounds)7 million or more (calculated at net present value).
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The determination, based upon Phase I and Phase II audits, the basis
for which has been agreed between representatives of GE Capital and
CTR, (made after consultation with consultants or advisors appointed
by the CTR Group) by environmental consultants appointed by GE
Capital as to whether any liability, cost or requirement of a type
referred to in sub-paragraphs (iii), (iv), (v) and (vi) of this
paragraph (k) exists or is reasonably likely to arise under HSE Laws
and as to the amount or reasonably likely amount of any expenditure
resulting from any such liability, cost or requirement shall be
treated as binding and conclusive for the purposes of determining
whether any of the Conditions referred to in sub-paragraphs (iii),
(iv), (v) and (vi) of this paragraph (k) have been fulfilled, it
being understood that, for any particular environmental Condition in
sub-paragraphs (iii) - (vi) of this paragraph (k) for which GE
Capital's environmental consultants cannot determine a precise
amount of remediation expenditures or capital costs required or
reasonably likely to be required under HSE Laws, that the lesser of
(i) the mid-point of the range of such costs and expenses or (ii)
the amount determined by such environmental consultants to be
required in a "most likely" case scenario, shall be used for
determining such amount.
For the purposes of these Conditions:
(i) the "wider CTR Group" means CTR and its subsidiary undertakings,
associated undertakings and any other undertaking in which CTR and/or such
undertakings (aggregating their interests) have a significant interest;
(ii) the "wider GE Capital Group" means GE Capital and its subsidiary
undertakings, associated undertakings and any other undertaking in which
GE Capital and/or such undertakings (aggregating their interests) have a
significant interest;
(iii) "subsidiary undertaking", "associated undertaking" and "undertaking" have
the meanings given by the Companies Act, other than paragraph 20(1)(b) of
Schedule 4A to that Act which shall be excluded for this purpose and
"significant interest" means an interest (direct or indirect) in ten per
cent. or more of the equity share capital (as defined in that Act) of an
undertaking;
(iv) "HSE Laws" means applicable legislation, regulations or other laws of any
applicable jurisdiction relating to HSE Matters (as defined below); and
(v) "HSE Matters" means pollution, contamination and the storage, carriage,
disposal, discharge, spillage, leak, disposal, emission or presence of any
waste or substance which is regulated or is capable of giving rise to
liability under applicable legislation, regulations or other laws of any
applicable jurisdiction because it is hazardous or capable of harming
human health or the environment.
With the exception of Conditions (b), (c) and (d), none of the Conditions shall
apply to matters of an anti-trust or competition law nature related to the
proposed acquisition of CTR by GE Capital.
With the exception of Conditions (k)(iii) to (vi), none of the Conditions shall
apply to HSE Laws or HSE Matters.
GE Capital reserves the right to waive, in whole or in part, all or any of the
above Conditions, except Condition (a).
GE Capital reserves the right, subject to the consent of the Panel, to extend
the time required under the City Code for satisfaction of Condition (a) until
such time as Conditions (b) to (k) have been satisfied or waived. GE Capital
shall be under no obligation to waive or treat as satisfied any of the
Conditions by a date earlier than the latest date for the satisfaction thereof,
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
If GE Capital is required to make an offer for CTR Securities under the
provisions of Rule 9 of the City Code, GE Capital may make such alterations to
any of the above Conditions, including Condition (a), as are necessary to comply
with the provisions of that Rule.
The Offer will lapse if the proposed acquisition of CTR by GE Capital is
referred to the Monopolies and Mergers Commission before the Initial Closing
Date.
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PART B
FURTHER TERMS OF THE OFFER
The following further terms apply, where the context permits, to the Offer.
1. ACCEPTANCE PERIOD
(a) The Offer will initially be open until 3 p.m. (London time), 10 a.m. (New
York City time) on 2 September 1997. GE Capital expressly reserves the
right (but will not be obliged, other than as may be required by the City
Code or US federal securities laws and the rules and regulations
thereunder) at any time or from time to time to extend the Offer after the
Initial Closing Date and, in such event, will make a public announcement
of such extension in the manner described in paragraph 2 below. If all
Conditions have not been satisfied or, where permitted, waived by GE
Capital by 3 p.m. (London time), 10 a.m. (New York City time) on 2
September 1997, GE Capital currently intends, subject to the rules of the
City Code, to extend the Offer until such time and date as all Conditions
have been satisfied or, where permitted, waived. There can be no
assurance, however, that GE Capital will, in such circumstances, extend
the Offer and, if no such extension is made, the Offer will lapse on the
Initial Closing Date and no CTR Securities will be purchased pursuant to
the Offer.
(b) Although no revision is envisaged, if the Offer is revised, the Initial
Offer Period will be extended, if necessary, for a period of at least 14
calendar days from the date of posting of the revised Offer to holders of
CTR Securities. Except with the consent of the Panel, no revision of the
Offer may be made after 19 September 1997.
(c) The Initial Offer Period cannot (except with the consent of the Panel) be
extended beyond midnight (London time), 7 p.m. (New York City time) on 3
October 1997 (or any earlier time and/or date beyond which GE Capital has
stated that the Offer will not be extended and in respect of which it has
not withdrawn that statement). If all Conditions are not satisfied or,
where permitted, waived at such time (taking account of any prescribed
extension of the Initial Offer Period), the Offer will lapse in the
absence of a competing bid except if the Panel agrees otherwise. If the
Offer lapses for any reason, the Offer shall cease to be capable of
further acceptance and GE Capital and holders of CTR Securities shall
cease to be bound by prior acceptances. GE Capital reserves the right, if
appropriate, to seek the Panel's approval to extend the final date for
expiry of the Initial Offer Period to 24 October 1997, or such later date
as the Panel may agree. Except with the consent of the Panel, GE Capital
may not, for the purposes of determining whether the Acceptance Condition
has been satisfied, take into account acceptances or purchases of CTR
Securities made after 1 p.m. (London time), 8 a.m. (New York City time) on
3 October 1997 (or any other time or date beyond which GE Capital has
stated that the Offer will not be extended and in respect of which it has
not withdrawn that statement) or such later time and/or date as GE
Capital, with the consent of the Panel, may determine.
(d) If all Conditions are satisfied or, where applicable, waived and the
Initial Offer Period expires, the Offer will remain open for acceptance
for the Subsequent Offer Period of not less than 14 calendar days from the
expiry of the Initial Offer Period. If GE Capital or its agents state that
the Offer will remain open until further notice, then not less than 14
calendar days' notice will be given prior to the closing of the Subsequent
Offer Period.
(e) If a competitive situation arises after a no extension and/or a no
increase statement has been made by or on behalf of GE Capital in relation
to the Offer, GE Capital may, if it has specifically reserved the right to
do so at the same time as such statement is made (or otherwise with the
consent of the Panel), withdraw such statement and be free to extend the
Offer if it announces such withdrawal within four Business Days after the
announcement of the competing offer and gives notice to the holders of CTR
Securities to that effect in writing or (in the case of holders of CTR
Securities with registered addresses outside the United Kingdom or the
United States or whom GE Capital knows to be nominees, trustees or
custodians holding CTR Securities for such persons) by announcement in the
United Kingdom and in the United States at the earliest opportunity. GE
Capital may choose not to be bound by the terms of a no extension and/or a
no increase statement if it would otherwise prevent the posting of an
increased or improved Offer (i) if it has reserved the right to do so, and
the increased or improved Offer is recommended for acceptance by the board
of directors of CTR or (ii) with the consent of the Panel.
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(f) For the purposes of determining whether the Acceptance Condition has been
satisfied, GE Capital will not be bound (unless otherwise required by the
Panel) to take into account any CTR Securities which have been issued or
unconditionally allotted, or which arise as the result of the exercise of
conversion rights, before that determination takes place, unless written
notice containing relevant details of the allotment, issue or conversion
has been received from CTR or its agents before that time by GE Capital or
Royal Bank of Scotland or The Bank of New York on behalf of GE Capital at
one of the addresses specified at the end of this document. Notification
by telex or facsimile or other electronic transmissions will not be
sufficient.
(g) In accordance with an SEC exemptive order received by GE Capital, at least
five Business Days prior to any reduction in the percentage of CTR
Securities required to satisfy the Acceptance Condition, GE Capital will
announce that it has reserved the right so to reduce the Acceptance
Condition. The announcement will be made through a press release and such
other methods reasonably designed to inform shareholders, including
placing an advertisement in a newspaper of national circulation in the
United States. Such press release will state the percentage to which the
Acceptance Condition may be reduced and state that such a reduction is
possible but that GE Capital is not required to declare its actual
intentions until it is required to do so under the City Code. During such
five Business Day period, shareholders who have tendered their CTR
Securities in the Offer will have withdrawal rights and such advertisement
will advise shareholders who have already tendered their CTR Securities to
withdraw their tenders immediately if their tender is affected by the
reduced Acceptance Condition. GE Capital will not make such an
announcement unless GE Capital believes there is a significant possibility
that sufficient CTR Securities will be tendered to permit the Acceptance
Condition to be satisfied at such reduced level. Holders of CTR Securities
who are not willing to accept the Offer if the Acceptance Condition is
reduced to the minimum permitted level should either not accept the Offer
until the Subsequent Offer Period or be prepared to withdraw their
acceptance promptly following an announcement by GE Capital of its
reservation of the right to reduce the Acceptance Condition.
2. ANNOUNCEMENTS
(a) Without prejudice to paragraph 3 ("Rights of withdrawal") below, by 8.30
a.m. (London time) in the United Kingdom and 8.30 a.m. (New York City
time) in the United States on the Business Day (the "relevant day") next
following the day on which the Offer is due to expire or on which all
Conditions become or are declared to have been satisfied or, where
applicable, waived, or on which the Offer is revised or extended (or such
later time and/or date as the Panel may agree), GE Capital will make an
appropriate announcement and inform the London Stock Exchange and the Dow
Jones News Service, respectively of the position. Such announcements will
(unless otherwise permitted by the Panel) also state the total number of
CTR Securities and rights over CTR Securities (as nearly as practicable):
(i) for which acceptances of the Offer have been received (showing the
extent, if any, to which such acceptances have been received from
persons acting or deemed to be in concert with GE Capital);
(ii) acquired or agreed to be acquired by or on behalf of GE Capital and
any person acting or deemed to be in concert with GE Capital during
the Initial Offer Period; and
(iii) held prior to the Initial Offer Period by or on behalf of GE Capital
and any persons acting or deemed to be in concert with it,
and will specify the percentages of CTR Securities represented by
each of these figures.
In computing the numbers of CTR Securities represented by acceptances
and/or purchases for the above purposes, only those acceptances and/or
purchases permitted to be counted towards fulfilling the Acceptance
Condition in accordance with paragraph 10 ("Certain provisions concerning
acceptances") below shall be included in the totals.
(b) Any decision to extend the Initial Offer Period may be made at any time up
to, and will be announced not later than, 8.30 a.m. (London time) in the
United Kingdom and 8.30 a.m. (New York City time) in the United States on
the relevant day (or such later time and/or date as the Panel may agree)
and the announcement will state the next expiry date of the Initial Offer
Period.
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(c) References to the making of an announcement by or on behalf of GE Capital
include the release of an announcement by GE Capital or by Lazard Brothers
or one of its associates, to the press and the delivery by hand or
telephone, facsimile or telex transmission or other electronic
transmission of an announcement to the London Stock Exchange and the Dow
Jones News Service. An announcement made otherwise than to the London
Stock Exchange will be notified simultaneously to the London Stock
Exchange.
(d) Without limiting the manner in which GE Capital may choose to make any
public announcement and, subject to GE Capital's obligations under
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange
Act relating to GE Capital's obligation to disseminate promptly public
announcements concerning material changes to the Offer), GE Capital will
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the London Stock
Exchange and the Dow Jones News Service.
3. RIGHTS OF WITHDRAWAL
(a) Except as otherwise provided in this paragraph, tenders of CTR Securities
are irrevocable. CTR Securities tendered pursuant to the Offer may be
withdrawn pursuant to the procedures set out below at any time during the
Initial Offer Period and in certain other limited circumstances described
below. CTR Securities tendered during the Initial Offer Period and not
validly withdrawn prior to the Initial Closing Date, and CTR Securities
tendered during the Subsequent Offer Period, may not be withdrawn. Holders
of CTR Securities will not have withdrawal rights during the Subsequent
Offer Period, except in certain limited circumstances described below.
(b) If GE Capital, having announced that the Acceptance Condition has been
satisfied, fails by 3.30 p.m. (London time), 10.30 a.m. (New York City
time) on the relevant day (or such later time or date as the Panel may
agree) to comply with any of the relevant requirements relating to the
Offer specified in paragraph 2(a) of this Part B of Appendix I above, an
accepting holder of CTR Securities may immediately after that time
withdraw his acceptance of the Offer by written notice given by post or by
hand to The Royal Bank of Scotland or The Bank of New York at any of the
relevant addresses specified at the end of this document and, in each
case, receiving such notice on behalf of GE Capital. This right of
withdrawal may be terminated not less than eight days after the relevant
day by GE Capital confirming, if that be the case, that the Offer is still
unconditional and complying with the other relevant requirements relating
to the Offer specified in paragraph 2(a) of this Part B of Appendix I
above. If any such confirmation is given, the Subsequent Offer Period will
run from the date of that confirmation and compliance.
(c) If a no extension and/or a no increase statement is withdrawn in
accordance with paragraph 1(e) of this Part B of Appendix I above, any
acceptance of the Offer made after the date of that statement may be
withdrawn thereafter in the manner referred to in paragraph 3(b) of this
Part B of Appendix I above, for a period of eight days following the date
on which the notice of the withdrawal of such statement is posted to
holders of CTR Securities.
(d) Subject to (b) above, to be effective, a written notice of withdrawal must
be received before the end of the Initial Offer Period by the party
(either the UK Receiving Agent or the US Depositary) to whom the
Acceptance Form was originally sent and must specify the name of the
person who has tendered the CTR Securities, the number of CTR Securities
to be withdrawn and (if certificates have been tendered) the name of the
registered holder of the relevant CTR Securities, if different from the
name of the person who tendered such CTR Securities.
(e) In respect of CTR ADSs, if CTR ADRs have been delivered or otherwise
identified to the US Depositary, then, prior to the physical release of
such CTR ADRs, the serial numbers shown on such CTR ADRs must be submitted
and, unless CTR ADSs evidenced by such CTR ADRs have been tendered by an
Eligible Institution or by means of a Letter of Transmittal, the
signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If interests in CTR ADSs evidenced by CTR ADRs, have been
delivered pursuant to the procedures for book-entry transfer set out in
paragraph 7 of this Part B of Appendix I below, any notice of withdrawal
must also specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn CTR ADSs
and must otherwise comply with such Book-Entry Transfer Facility's
procedures.
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(f) Withdrawals of tendered CTR Securities may not be rescinded (without GE
Capital's consent) and any CTR Securities properly withdrawn and not
properly re-tendered will thereafter be deemed not validly tendered for
the purposes of the Offer. Withdrawn CTR Securities may be subsequently
re-tendered, however, by following one of the procedures described in
either paragraph 7 or paragraph 8 of this Part B of Appendix I below, as
the case may be, at any time whilst the Offer remains open.
(g) All questions as to the validity (including time of receipt) of any notice
of withdrawal will be determined by GE Capital, whose determination
(except as required by the Panel) will be final and binding. None of GE
Capital, CTR, Lazard Brothers, the US Depositary, the UK Receiving Agent
or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or will incur any
liability for failure to give such notification.
4. REVISIONS OF THE OFFER
(a) Although no revision of the Offer is envisaged, if the Offer (in its
original or any previously revised form(s)) is revised (either in its
terms or Conditions or in the value or form of the consideration offered
or otherwise) and any such revision represents, on the date on which such
revision is announced (on such basis as Lazard Brothers or one of its
associates may consider appropriate), an improvement (or no diminution) in
the value of the consideration under the Offer as so revised compared with
the value of the consideration previously offered, the benefit of the
revised Offer will, subject as provided in this paragraph 4 below, be made
available to holders of CTR Securities who have accepted the Offer in its
original or any previously revised form(s) and not validly withdrawn such
acceptance (hereinafter called a "Previous Acceptor"). The acceptance by
or on behalf of a Previous Acceptor of the Offer in its original or any
previously revised form(s) shall, subject as provided in this paragraph 4
and in paragraph 7 or paragraph 8 of this Part B of this Appendix I below,
be deemed to be an acceptance of the Offer as so revised and shall
constitute the appointment of any director of GE Capital or of Lazard
Brothers or one of its associates as his attorney and/or agent with
authority to accept any such revised Offer on behalf of such Previous
Acceptor and to make such elections as to the form of consideration or
otherwise as those made by the Previous Acceptor in relation to the Offer
in the Acceptance Form previously executed by him or on his behalf and to
execute on behalf of and in the name of such Previous Acceptor all such
further documents and take such further actions (if any) as may be
required to give effect to such acceptances and/or elections. In making
any such acceptance or making any such election, the attorney and/or agent
will take into account the nature of any previous acceptances and/or
elections made by or on behalf of the Previous Acceptor and such other
facts or matters as he may reasonably consider relevant.
(b) The authorities conferred by paragraph 4(a) of this Part B of Appendix I
above shall not be exercised by any director of GE Capital or of Lazard
Brothers, or one of its associates as the case may be, if, as a result
thereof, the Previous Acceptor would thereby receive less in cash than he
would have received as a result of his acceptance of the Offer (in its
original or any previously revised form(s)) in the form in which it was
originally accepted by him and the exercise of the powers of attorney so
conferred by paragraph 4(a) of this Part B of Appendix I above of any such
Previous Acceptor shall be ineffective to the extent that such Previous
Acceptor shall lodge, within 14 calendar days of the posting of the
document pursuant to which the improved consideration referred to in
paragraph 4(a) of this Part B of Appendix I above is made available to
holders of CTR Securities, an Acceptance Form validly accepting the Offer
in which he validly elects to receive the consideration receivable by him
in some other manner than that set out in his original acceptance.
(c) GE Capital reserves the right (subject to paragraph 4(a) of this Part B of
Appendix I above) to treat an executed Acceptance Form relating to the
Offer (in its original or any previously revised form(s)) which is
received (or dated) after the announcement or issue of the Offer in any
revised form as a valid acceptance and/or election of the revised Offer
and such acceptance shall constitute an authority in the terms of
paragraph 4(a) of this Part B of Appendix I above, mutatis mutandis, on
behalf of the relevant holder of CTR Securities.
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5. GENERAL
(a) If the Offer lapses pursuant to the City Code, neither GE Capital nor any
person acting or deemed to be acting in concert with GE Capital for the
purpose of the Offer nor any of their respective affiliates may make an
offer (whether inside or outside the United Kingdom) for CTR Securities
for a period of one year following the date of such lapse, except with the
consent of the Panel.
(b) Except with the consent of the Panel, settlement of the consideration to
which any holder of CTR Securities is entitled under the Offer will be
implemented in full in accordance with the terms of the Offer without
regard to any lien, right of set-off, counterclaim or other analogous
right to which GE Capital may otherwise be, or claim to be, entitled as
against such holder of CTR Securities. Consideration due to a holder of
CTR Securities who validly accepts the Offer will be despatched promptly
after the later of the Initial Closing Date and the date of receipt of a
valid and complete acceptance from such holder of CTR Securities as
described in paragraph 12 ("Settlement") below.
(c) Any omission or failure to despatch this document, the Acceptance Form,
any other document relating to the Offer and/or any notice required to be
despatched under the terms of the Offer to, or any failure to receive the
same by, any person to whom the Offer is made or should be made shall not
invalidate the Offer in any way. Subject to the provisions of paragraph 6
("Overseas shareholders") of this Part B of Appendix I below, the Offer
extends to any such persons to whom this document, the Acceptance Form,
and/or any related offering document may not have been despatched or who
may not receive such documents and such persons may collect copies of
those documents from Lazard Brothers or Georgeson.
(d) All powers of attorney, appointment of agents and authorities on the terms
conferred by or referred to in this Appendix I or in the Acceptance Form
are given by way of security for the performance of the obligations of the
holder of CTR Securities concerned and are irrevocable in accordance with
section 4 of the U.K. Powers of Attorney Act 1971, except in the
circumstances where the donor of such power of attorney or authority is
entitled to withdraw his acceptance in accordance with paragraph 3
("Rights of withdrawal") of this Part B of Appendix I above and duly does
so.
(e) If all Conditions are satisfied or, where permitted, waived and GE Capital
acquires or contracts to acquire, pursuant to the Offer or otherwise, at
least 90 per cent. in value of CTR Securities to which the Offer relates
before the end of the period of four months beginning with the date of the
Offer, it will be entitled to and intends to acquire the remaining CTR
Shares on the same terms as the Offer pursuant to and subject to sections
428 to 430F (inclusive) of the Companies Act.
If all Conditions are satisfied or, where permitted, waived and GE Capital
acquires or contracts to acquire, pursuant to the Offer or otherwise, CTR
Securities giving it more than 75 per cent. of voting rights at general
meetings of CTR, but GE Capital is not in a position to effect the
compulsory acquisition of all outstanding CTR Securities in accordance
with the relevant procedures and time limits of the Companies Act referred
to above, GE Capital intends to seek to procure the making of an
application by CTR to the London Stock Exchange for CTR Shares to be
delisted and the making of an application by CTR to the NYSE for CTR ADSs
to be delisted and to cause CTR to terminate the CTR ADR facility in
accordance with the deposit agreement relating thereto.
(f) GE Capital and Lazard Brothers or one of its associates reserve the right
to notify any matter, including the making of the Offer, to all or any
holders of CTR Securities with a registered address outside the United
Kingdom and the United States by announcement in the United Kingdom to the
London Stock Exchange and in the United States to the Dow Jones News
Service or in any other appropriate manner, or by paid advertisement in a
newspaper published and circulated in the United Kingdom and the United
States, in which event such notice will be deemed to have been
sufficiently given, notwithstanding any failure by any such holders of CTR
Securities to receive or see such notice. All references in this document
to notice in writing by or on behalf of GE Capital will be construed
accordingly.
(g) The Offer is being extended by means of an advertisement to be inserted in
the Financial Times (United Kingdom and European versions only) on 4
August 1997 to all persons to whom this document or an Acceptance Form may
not be despatched (or by whom such documents may not be received) who hold
or are entitled to have allotted or issued to them CTR Securities.
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(h) The terms, provisions, instructions and authorities contained in the
Acceptance Form constitute part of the terms of the Offer. Words and
expressions defined in this document have the same meanings when used in
the Acceptance Form, unless the context otherwise requires.
(i) References to a holder of CTR Securities include references to the person
or persons executing any Acceptance Form and in the event of more than one
person executing an Acceptance Form, such references will apply to them
jointly and severally.
6. OVERSEAS SHAREHOLDERS
(a) The making of the Offer in, or to certain persons who are citizens,
residents or nationals of, jurisdictions outside the United Kingdom or
United States may be prohibited or affected by the laws of the relevant
overseas jurisdiction. Holders of CTR Securities who are citizens,
residents or nationals of jurisdictions outside the United Kingdom and the
United States should inform themselves about and observe any applicable
legal requirements. It is the responsibility of any such holder of CTR
Securities wishing to accept the Offer to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange control
or other consents which may be required, compliance with other necessary
formalities and the payment of any issue, transfer or other taxes or
duties in such jurisdiction. Any such holder of CTR Securities will also
be responsible for payment of any issue, transfer or other taxes or duties
or other requisite payments due in such jurisdiction by whomsoever payable
and GE Capital and Lazard Brothers or one of its associates and any person
acting on their behalf shall be entitled to be fully indemnified and held
harmless by such holder of CTR Securities for any issue, transfer or other
taxes or duties as GE Capital and Lazard Brothers or one of its associates
or such person may be required to pay.
(b) The provisions of this paragraph 6 and/or other terms of the Offer
relating to overseas holders of CTR Securities may be waived, varied or
modified as regards specific holders of CTR Securities or on a general
basis by GE Capital in its absolute discretion. References in this
paragraph 6 to holders of CTR Securities shall include references to the
person or persons executing an Acceptance Form and, in the event of more
than one person executing an Acceptance Form, the provisions of this
paragraph 6 shall apply to them jointly and severally.
(c) The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of CTR Securities in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction in the United
States where the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of GE Capital by Lazard Freres, or one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
7. PROCEDURES FOR TENDERING CTR ADSS
(a) Holders of CTR ADSs evidenced by CTR ADRs will have received with this
document a Letter of Transmittal and Notice of Guaranteed Delivery. This
section should be read together with the instructions on the Letter of
Transmittal. The provisions of this section shall be deemed to be
incorporated in, and form a part of, each of the Letter of Transmittal and
the Notice of Guaranteed Delivery. The instructions printed on the Letter
of Transmittal shall form part of the terms of the Offer.
(b) For a holder of CTR ADSs evidenced by CTR ADRs to tender such CTR ADSs
validly pursuant to the Offer, either:
(i) a properly completed and duly executed Letter of Transmittal,
together with any required signature guarantees and any other
required documents, must be received by the US Depositary at one of
its addresses set forth on the back cover of this document and CTR
ADRs evidencing such CTR ADSs must be either received by the US
Depositary at one of such addresses or delivered pursuant to the
procedures for book-entry transfers set out below (and a Book Entry
Confirmation received by the US Depositary in accordance with such
procedures), such delivery to be received before the end of the
Subsequent Offer Period; or
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(ii) such holder must comply with the Guaranteed Delivery Procedures (as
set forth in paragraph 7(h) of this Part B of Appendix I below).
The Offer in respect of CTR ADSs evidenced by CTR ADRs shall be validly
accepted by delivery of a properly completed and duly executed Letter of
Transmittal, the relevant CTR ADRs evidencing CTR ADSs and other required
documents to the US Depositary by holders of CTR ADSs (without any further
action by the US Depositary), subject to the terms and Conditions set out
in this document and the Letter of Transmittal. The acceptance of the
Offer by a tendering holder of CTR ADSs evidenced by CTR ADRs pursuant to
the procedures described above, subject to the withdrawal rights described
above, will be deemed to constitute a binding agreement between such
tendering holder of CTR ADSs and GE Capital upon the terms and subject to
the Conditions of the Offer. IF A CTR ADR EVIDENCING A CTR ADS HAS BEEN
TENDERED BY A HOLDER OF CTR ADSs, CTR SHARES REPRESENTED BY SUCH CTR ADSs
MAY NOT BE TENDERED INDEPENDENTLY.
(c) Book-Entry Transfer
The US Depositary will establish an account at the Book-Entry Transfer
Facilities with respect to interests in CTR ADSs evidenced by CTR ADRs
held in book-entry form for the purposes of the Offer within two Business
Days from the date of this document. Any financial institution that is a
participant in any of the Book-Entry Transfer Facilities systems may make
book-entry delivery of interests in CTR ADSs by causing a Book-Entry
Transfer Facility to transfer such interests in CTR ADSs into the US
Depositary's account at such Book-Entry Transfer Facility in accordance
with that Book-Entry Transfer Facility's procedure for such transfer.
Although delivery of interests in CTR ADSs evidenced by CTR ADRs may be
effected through book-entry transfer into the US Depositary's account at a
Book-Entry Transfer Facility, either:
(i) the Letter of Transmittal, properly completed and duly executed,
together with any required signature guarantees; or
(ii) an Agent's Message (as defined below),
and, in either case, any other required documents must in any case be
transmitted to, and received by, the US Depositary at one of its addresses
set forth on the back cover of this document before CTR ADSs evidenced by
CTR ADRs will be either counted as a valid acceptance or purchased, or
such holder must comply with the Guarantee Delivery Procedures described
below. The term "Agent's Message" means a message transmitted by a
Book-Entry Transfer Facility to, and received by, the US Depositary and
forming a part of a Book-Entry Confirmation that states that such
Book-Entry Transfer Facility has received an express acknowledgement from
the participant in such Book-Entry Transfer Facility tendering the
interests in CTR ADSs that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that GE Capital may
enforce such agreement against the participant. Delivery of documents to a
Book-Entry Transfer Facility does not constitute delivery to the US
Depositary.
(d) Method of delivery
The method of delivery of CTR ADRs, the Letter of Transmittal and all
other required documents is at the option and risk of the tendering holder
of CTR ADSs. CTR ADSs will be deemed delivered only when CTR ADRs
representing such CTR ADSs are actually received by the US Depositary
(including in the case of a book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery. No acknowledgement of receipt
of any Letter of Transmittal or other required documents will be given by,
or on behalf of, GE Capital.
(e) Signature guarantees
No signature guarantee is required on the Letter of Transmittal if:
(i) the Letter of Transmittal is signed by the registered holder of CTR
ADSs tendered therewith and such registered holder has not completed
either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" in the Letter of
Transmittal; or
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(ii) such CTR ADSs are tendered for the account of an Eligible
Institution.
In all other cases all signatures on Letters of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 1 on the Letter of
Transmittal.
(f) CTR ADSs and ADRs
If CTR ADSs are registered in the name of a person other than the person
who signs the Letter of Transmittal, then the tendered CTR ADRs must be
endorsed or accompanied by appropriate stock powers, signed exactly as the
name or names of the registered owner or owners appear on such CTR ADRs,
with the signatures on such CTR ADRs or stock powers guaranteed as
aforesaid. See Instructions 1 and 5 on the Letter of Transmittal.
(g) Partial acceptances
If fewer than all of CTR ADSs evidenced by any CTR ADRs delivered to the
US Depositary are to be tendered, the holder thereof should so indicate in
the Letter of Transmittal by filling in the number of CTR ADSs which are
to be tendered in the box entitled "Number of CTR ADSs Tendered." In such
case, a new CTR ADR for the remainder of CTR ADSs represented by the
former CTR ADR will be sent to the registered holder (or delivered as the
person signing such Letter of Transmittal properly indicates thereon) as
promptly as practicable following the date the tendered CTR ADSs are
purchased. All CTR ADSs delivered to the US Depositary will be deemed to
have been tendered unless otherwise indicated. See Instruction 4 to the
Letter of Transmittal. In the case of partial tenders, CTR ADSs not
tendered will not be reissued to a person other than the registered
holder.
(h) Guaranteed delivery
(i) If a holder of CTR ADSs evidenced by CTR ADRs desires to tender CTR
ADSs pursuant to the Offer and CTR ADRs evidencing such CTR ADSs are
not immediately available or the procedures for book-entry transfer
cannot be completed on a timely basis, or if time will not permit
all required documents to reach the US Depositary prior to the
expiry of the Subsequent Offer Period, such holder's tender of such
CTR ADSs may be effected in the following manner if all the
following conditions are met (the "Guaranteed Delivery Procedures"):
(aa) such tender is made by or through an Eligible Institution;
(bb) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by GE Capital is
received by the US Depositary, as provided below, prior to the
expiry of the Subsequent Offer Period; and
(cc) CTR ADRs evidencing all tendered CTR ADSs (or, in the case of
interests in CTR ADSs held in book-entry form, timely
confirmation of the book-entry transfer of such interests in
CTR ADSs into the US Depositary's account at a Book-Entry
Transfer Facility as described above), together with a
properly completed and duly executed Letter of Transmittal
with any required signature guarantees and any other documents
required by the Letter of Transmittal, are received by the US
Depositary within three Business Days after the date of
execution of such Notice of Guaranteed Delivery.
(ii) The Notice of Guaranteed Delivery may be delivered by hand or mailed
to the US Depositary and must include a signature guarantee by an
Eligible Institution in the form set out in such Notice of
Guaranteed Delivery.
(iii) Receipt of a Notice of Guaranteed Delivery will not be treated as a
valid acceptance for the purpose of satisfying the Acceptance
Condition. To be counted towards satisfaction of this requirement,
CTR ADRs evidencing CTR ADSs referred to in the Notice of Guaranteed
Delivery must, prior to the Initial Closing Date, be received by the
US Depositary (or, in the case of interests in CTR ADSs evidenced by
CTR ADRs held in book-entry form, a timely Book Entry Confirmation
pursuant to the procedures set out above), together with a properly
completed duly executed Letter of Transmittal with any required
signature
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guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and any other required documents.
(i) Other requirements
By executing the Letter of Transmittal as set out above, the tendering
holder of CTR ADSs evidenced by CTR ADRs will agree that effective from
and after the date all Conditions are satisfied or, where permitted,
waived:
(i) GE Capital shall be entitled to direct the exercise of any votes
attaching to any CTR Shares represented by CTR ADSs, in respect of
which the Offer has been accepted or is deemed to have been accepted
and any other rights and privileges attaching to such CTR Shares,
including any right to requisition a general meeting of CTR or of
any class of its shareholders; and
(ii) the execution of the Letter of Transmittal and its delivery to the
US Depositary will constitute:
(a) an authority to CTR or its agents from the holder of CTR ADSs
being tendered to send any notice, circular, warrant, document
or other communication, which may be sent to him as a holder
of such CTR ADSs, to GE Capital at its registered office;
(b) an authority to GE Capital or its agent to sign any consent to
short notice of a general meeting or separate class meeting on
behalf of the holder of CTR ADSs being tendered and/or to
execute a form of proxy in respect of such CTR ADSs appointing
any person nominated by GE Capital to attend general meetings
or separate class meetings of CTR or its members (or any of
them) (or any adjournments thereof) and to exercise the votes
attaching to such CTR ADSs on the holders' behalf, such votes
to be cast so far as possible to satisfy any outstanding
Condition or otherwise as GE Capital or its agent sees fit;
and
(c) the agreement of the tendering holder of CTR ADSs being
tendered not to exercise any of such rights without the
consent of GE Capital and the irrevocable undertaking of the
holder of such CTR ADSs not to appoint a proxy for or to
attend general meetings or separate class meetings.
(j) If the Offer lapses, all documents tendered will be returned promptly
thereafter at the risk of the holder of CTR ADSs concerned.
(k) IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR ACCEPTANCE, PLEASE
TELEPHONE GEORGESON ON 1 800 223 2064.
8. PROCEDURES FOR TENDERING CTR SHARES
ALL HOLDERS OF CTR SHARES
(a) Holders of CTR Shares will have received with this document a Form of
Acceptance. This section should be read together with the Form of
Acceptance. The provisions of this section shall be deemed to be
incorporated in, and to form a part of, the Form of Acceptance. The
instructions printed on the Form of Acceptance shall be deemed to form
part of the terms of the Offer.
If a holder of CTR Shares holds CTR Shares in both certificated and
uncertificated form, he should complete a separate Form of Acceptance for
each holding. Similarly, such holder should complete a separate Form of
Acceptance for CTR Shares held in uncertificated form, but under different
member account IDs, and for CTR Shares held in certificated form, but
under different designations.
(b) To accept the Offer, any holder of CTR Shares, including any person in the
US who holds CTR Shares, wishing to accept the Offer in respect of all or
any portion of such holder's CTR Shares, should complete Box 1 and, if
such holder's CTR Shares are in CREST, Box 3, and sign Box 4 on the Form
of Acceptance in accordance with the instructions printed on it. All
holders of CTR Shares who are individuals should sign the Form of
Acceptance in the presence of a witness who should also sign Box 4 in
accordance with the instructions printed on it. Unless witnessed, an
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acceptance will not be valid. You may obtain additional Forms of
Acceptance from The Royal Bank of Scotland at the addresses specified at
the end of this document.
(c) An accepting holder of CTR Shares should return the completed, signed and
witnessed Form of Acceptance, whether or not such CTR Shares are in CREST,
to the UK Receiving Agent or US Depositary. The completed Form of
Acceptance, together, if such holder's CTR Shares are in certificated
form, with his share certificate(s) and/or other document(s) of title,
must be lodged with the UK Receiving Agent or the US Depositary, as soon
as possible, but in any event so as to arrive not later than 3 p.m.
(London time), 10 a.m. (New York City time) on 2 September 1997. If you
have any questions as to how to complete the Form of Acceptance, please
contact the UK Receiving Agent by telephone on 0117 937 0672 or the US
Depositary by telephone on 1 800 507 9357. A person in the US who holds
CTR Shares may submit the Form of Acceptance, together with his share
certificate(s) and/or other document(s) of title, to the US Depositary,
who will receive such Form(s) of Acceptance and certificate(s) and/or
other document(s) of title on behalf of the UK Receiving Agent.
Holders of CTR Shares in uncertificated form
(d) If CTR Shares are in uncertificated form, the holder should insert in Box
3 of the Form of Acceptance the participant ID and member account ID under
which such CTR Shares are held by him in CREST and otherwise complete and
return the Form of Acceptance as described above. In addition, such holder
should take (or procure to be taken) the action set out below to transfer
CTR Shares in respect of which he wishes to accept the Offer to an escrow
balance, specifying The Royal Bank of Scotland (in its capacity as a CREST
participant under the participant ID referred to below) as the escrow
agent, as soon as possible and in any event so that the transfer to escrow
settles not later than 3 p.m. (London time), 10 a.m. (New York City time)
on 2 September 1997.
(e) If the holder of CTR Shares in uncertificated form is a CREST sponsored
member, he should refer to his CREST sponsor before taking any action.
Such holder's sponsor will be able to confirm details of his participant
ID and the member account ID under which his CTR Shares are held. In
addition, only his CREST sponsor will be able to send the TTE instruction
to CRESTCo in relation to his CTR Shares.
(f) The holder of CTR Shares in uncertificated form should send (or, if he is
a CREST sponsored member, procure that his CREST sponsor sends) a TTE
instruction to CRESTCo which must be properly authenticated in accordance
with CRESTCo's specifications and which must contain, in addition to the
other information that is required for a TTE instruction to settle in
CREST, the following details:
(i) the number of CTR Shares to be transferred to an escrow balance;
(ii) the member account ID of such holder of CTR Shares. This must be the
same member account ID as the member account ID that is inserted in
Box 3 of the Form of Acceptance;
(iii) the participant ID of such holder of CTR Shares. This must be in the
same participant ID as the participant ID that is inserted in Box 3
of the Form of Acceptance;
(iv) the participant ID of the escrow agent (the UK Receiving Agent in
its capacity as a CREST Receiving Agent). This is 3RA14;
(v) the member account ID of the escrow agent. This is CTRENTAL (UK);
(vi) the Form of Acceptance Reference Number. This is the Form of
Acceptance Reference Number that appears in Box 3 of the Form of
Acceptance. This Reference Number should be inserted in the first
eight characters of the shared note field on the TTE instruction.
Such insertion will enable the UK Receiving Agent to match the
transfer to escrow to your Form of Acceptance. The holder of such
shares should keep a separate record of this Form of Acceptance
Reference Number for future reference;
(vii) the Intended Settlement Date. This should be as soon as possible and
in any event not later than 2 September 1997; and
(viii) the Corporate Action Number for the Offer. This is 1.
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(g) After settlement of the TTE instruction, such holder of CTR Shares will
not be able to access the CTR Shares concerned in CREST for any
transaction or charging purposes unless the holder withdraws his
acceptance in accordance with paragraph 3 of this Part B of this Appendix
I. If the Conditions are satisfied or, where permitted, waived, the escrow
agent will transfer CTR Shares concerned to itself in accordance with
paragraph 9(d) of this Part B of Appendix I below.
(h) Such holder of CTR Shares is recommended to refer to the CREST Manual
published by CRESTCo for further information on the CREST procedures
outlined above. For ease of processing, such holder is requested, wherever
possible, to ensure that a Form of Acceptance relates to only one transfer
to escrow.
(i) If no Form of Acceptance Reference Number, or an incorrect Form of
Acceptance Reference Number, is included on the TTE instruction, GE
Capital may treat any amount of CTR Shares transferred to an escrow
balance in favour of the escrow agent specified above from the participant
ID and member account ID identified in the TTE instruction as relating to
any Form(s) of Acceptance which relate(s) to the same member account ID
and participant ID (up to the amount of CTR Shares inserted or deemed to
be inserted on the Form(s) of Acceptance concerned).
SUCH HOLDER OF CTR SHARES SHOULD NOTE THAT CRESTCo DOES NOT MAKE AVAILABLE
SPECIAL PROCEDURES, IN CREST, FOR ANY PARTICULAR CORPORATE ACTION. NORMAL
SYSTEM TIMINGS AND LIMITATIONS WILL THEREFORE APPLY IN CONNECTION WITH A
TTE INSTRUCTION AND ITS SETTLEMENT. SUCH HOLDER SHOULD THEREFORE ENSURE
THAT ALL NECESSARY ACTION IS TAKEN BY HIM (OR BY HIS CREST SPONSOR) TO
ENABLE A TTE INSTRUCTION RELATING TO HIS CTR SHARES TO SETTLE PRIOR TO 3
P.M. (LONDON TIME), 10 A.M. (NEW YORK CITY TIME) ON 2 SEPTEMBER 1997. IN
THIS CONNECTION, SUCH HOLDER IS REFERRED IN PARTICULAR TO THOSE SECTIONS
OF THE CREST MANUAL CONCERNING PRACTICAL LIMITATIONS OF THE CREST SYSTEM
AND TIMINGS.
(k) GE Capital will make an appropriate announcement if any of the details
contained in this paragraph 8 alter for any reason.
(l) Normal CREST procedures (including timings) apply in relation to any CTR
Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Offer (whether any such conversion arises as a result of a
transfer of CTR Shares or otherwise). Holders of CTR Shares who are
proposing so to convert any CTR Shares are recommended to ensure that the
conversion procedures are implemented in sufficient time to enable the
person holding or acquiring CTR Shares as a result of the conversion to
take all necessary steps in connection with an acceptance of the Offer (in
particular, as regards delivery of share certificate(s) or other documents
of title or transfers to an escrow balance as described above) prior to 3
p.m. (London time), 10 a.m. (New York City time) on 2 September 1997.
MISCELLANEOUS
(m) If the share certificate(s) and/or other document(s) of title is/are not
readily available or is/are lost, the Form of Acceptance should
nevertheless be completed, signed and returned as stated above to the UK
Receiving Agent or the US Depositary so as to be received as soon as
possible, but in any event no later than 3 p.m. (London time), 10 a.m.
(New York City time) on 2 September 1997 together with any share
certificate(s) and/or other document(s) of title that is/are available,
accompanied by a letter stating that the balance will follow or that one
or more share certificate(s) and/or other document(s) of title have been
lost and the certificate(s) and/or other document(s) of title should be
forwarded as soon as possible thereafter. If the share certificate(s)
and/or other document(s) of title are lost, the accepting holder should
request the registrar of CTR at The Royal Bank of Scotland plc,
Registrar's Department, P O Box No. 435, Owen House, 8 Bankhead Crossway
North, Edinburgh EH11 4BR to send him a letter of indemnity for completion
in accordance with the instructions given. When completed, the letter of
indemnity must be lodged with the UK Receiving Agent or the US Depositary,
in accordance with instructions given, in support of the Form of
Acceptance.
(n) Subject to the City Code, GE Capital reserves the right to treat as valid
in whole or in part any acceptance of the Offer which is not entirely in
order or which is not accompanied by (as applicable) the relevant transfer
to escrow or the relevant share certificate(s) and/or other
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document(s) of title or which is received by it at a place or places other
than as set out in this document or the Form of Acceptance. In that event,
the consideration under the Offer will be despatched only when the
acceptance is entirely in order and (as applicable) the relevant transfer
to escrow or the relevant share certificate(s) and/or other document(s) of
title or indemnity satisfactory to GE Capital has/have been received.
(o) If the Offer lapses, all documents lodged for acceptance will be returned
promptly thereafter at the risk of the holder of CTR Shares concerned.
(p) No acknowledgement of receipt of any Form of Acceptance, share
certificate(s) and/or other document(s) of title will be given by, or on
behalf of, GE Capital. The method of delivery of share certificate(s)
and/or other document(s) of title for CTR Shares and all other required
documents is at the option and risk of the accepting holder of CTR Shares.
In all cases, sufficient time should be allowed to ensure timely delivery
and in any event to ensure delivery by 3 p.m. (London time), 10 a.m. (New
York City time) on 2 September 1997.
(q) ANY HOLDER OF CTR SHARES WHO IS IN ANY DOUBT AS TO THE PROCEDURE FOR
ACCEPTANCE SHOULD CONTACT THE UK RECEIVING AGENT BY TELEPHONE ON 0117 937
0672 OR THE US DEPOSITARY BY TELEPHONE ON 1 800 507 9357. SUCH HOLDER IS
ALSO REMINDED THAT, IF HE IS A CREST SPONSORED MEMBER, HE SHOULD CONTACT
HIS CREST SPONSOR BEFORE TAKING ANY ACTION.
9. FORMS OF ACCEPTANCE
Each holder of CTR Shares by whom, or on whose behalf, a Form of Acceptance is
executed and lodged with the UK Receiving Agent or US Depositary (subject to the
rights of withdrawal set forth in this document) undertakes, represents,
warrants to and agrees with GE Capital, Lazard Brothers, The Royal Bank of
Scotland and The Bank of New York (so as to bind such holder and his personal or
legal representatives, heirs, successors and assigns) to the following effect:
(a) that execution of the Form of Acceptance and its delivery to the UK
Receiving Agent or US Depositary constitutes (i) an acceptance of the
Offer in respect of the number of CTR Shares inserted or deemed to have
been inserted in Box 1 of the Form of Acceptance; and (ii) an undertaking
to execute any further documents and give any further assurances which may
be required to enable GE Capital to obtain the full benefit of paragraph 8
of this Part B of this Appendix I above and this paragraph 9 and/or to
perfect any of the authorities expressed to be given hereunder on and
subject to the terms and Conditions set out or referred to in this
document and the Form of Acceptance;
(b) that such holder has full power and authority to tender, sell, assign or
transfer the CTR Shares in respect of which the Offer is accepted or
deemed to be accepted (together with all rights attaching to them) and
when the same are transferred to GE Capital pursuant to the terms of the
Offer, GE Capital will acquire such CTR Shares fully paid and free from
all liens, charges, equities, encumbrances and other interests and,
together with all rights attaching thereto on or after 29 July 1997 (the
date on which the Offer was announced), including, without limitation, the
right to receive and retain all dividends, interest and other
distributions, if any, declared, made or paid after 29 July 1997;
(c) that the execution of the Form of Acceptance and its delivery to the UK
Receiving Agent or US Depositary constitutes, subject to the Conditions
being satisfied or, where permitted, waived and to the holder of CTR
Shares not having validly withdrawn his acceptance, the irrevocable
appointment of any director of, or other person nominated by, GE Capital
as such holder's attorney and agent ("attorney"), and an irrevocable
instruction to the attorney, to complete and execute all or any forms of
transfer and/or such other documents at the attorney's discretion in
relation to CTR Shares referred to in paragraph 9(a) above in favour of GE
Capital or such other person or persons as GE Capital may direct and to
deliver such forms of transfer and/or other documents at the attorney's
discretion together with the share certificate(s) and/or other document(s)
of title relating to such CTR Shares for registration within six months of
their purchase and to do all such other acts and things as may in the
opinion of such attorney be necessary or expedient for the purpose of, or
in connection with, the acceptance of the Offer and to vest in GE Capital
or its nominees the CTR Shares to which such Form of Acceptance relates as
aforesaid;
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(d) that the execution of the Form of Acceptance and its delivery to the UK
Receiving Agent or US Depositary constitutes, subject to the Conditions
being satisfied or, where permitted, waived and to the accepting holder of
CTR Shares not having validly withdrawn his acceptance, an irrevocable
authority and request to such Receiving Agent or US Depositary:
(i) to transfer to GE Capital (or to such other person or persons as GE
Capital or its agents may direct) by means of CREST all or any of
the Relevant CTR Shares (as defined below) (but not exceeding the
number of CTR Shares in respect of which the Offer is accepted or
deemed to be accepted);
(ii) if the Conditions are not satisfied or, where permitted, waived, to
give instructions to CRESTCo, promptly after the lapsing of the
Offer, to transfer all Relevant CTR Shares to the original available
balance of the accepting holder of CTR Shares. For the purposes of
this paragraph (d), "Relevant CTR Shares" means CTR Shares in
uncertificated form and in respect of which a transfer or transfers
to escrow has or have been effected pursuant to the procedures
described in paragraphs 8(d) to (l) of this Part B of Appendix I
above and where the transfer(s) to escrow was or were made in
respect of CTR Shares held under the same member account ID and
participant ID as the member account ID and participant ID relating
to the Form of Acceptance concerned (but irrespective of whether or
not any Form of Acceptance Reference Number, or a Form of Acceptance
Reference Number corresponding to that appearing on the Form of
Acceptance concerned, was included in the TTE instruction
concerned);
(iii) to CTR or its agents to procure the registration of the transfer of
CTR Shares in certificated form pursuant to the Offer and the
delivery of the share certificate(s) and/or other document(s) of
title in respect of them to GE Capital or as it may direct;
(iv) if CTR Shares concerned are in certificated form, or if either of
the provisos to sub-paragraph (v) of this paragraph 9(d) apply, to
GE Capital or its agents to procure the despatch by post (or by such
other methods as may be approved by the Panel) of a cheque drawn on
a branch of a UK clearing bank for any cash to which an accepting
CTR shareholder is entitled, at the risk of such shareholder, to the
person or agent whose name and address is set out in Box 5 of the
Form of Acceptance, or if no name and address is set out in Box 5,
to the first-named holder at his registered address as set out in
Box 2 on the Form of Acceptance;
(v) if the CTR Shares concerned are in uncertificated form, to GE
Capital or its agents to procure the creation of an assured payment
obligation in favour of the holder of CTR Shares' payment bank in
accordance with the CREST assured payment arrangements in respect of
the cash consideration to which such shareholder is entitled,
provided that GE Capital may (if, for any reason, it wishes to do
so) determine that all or any part of any such cash consideration
shall be paid by cheque despatched by post, and in such case,
sub-paragraph (iv) of this paragraph 9(d) shall apply; and
(vi) to GE Capital or its agent(s) to record and act upon any
instructions with regard to payment or notices which have been
recorded in the records of CTR in respect of such holder of CTR
Shares;
(e) that subject to the Offer becoming or being declared wholly unconditional
(or if the Offer will become unconditional in all respects or lapses
immediately upon the outcome of the resolution in question) or if the
Panel otherwise gives its consent and pending registration:
(i) GE Capital or its agents shall be entitled to direct the exercise of
any votes attaching to any CTR Shares in respect of which the Offer
has been accepted or is deemed to have been accepted and not validly
withdrawn and any of the rights and privileges attaching to such CTR
Shares including the right to requisition a general meeting of CTR
or of any class of its securities; and
(ii) the execution of the Form of Acceptance and its delivery to the UK
Receiving Agent or US Depositary shall constitute in relation to
those CTR Shares in respect of which the Offer has been accepted and
not validly withdrawn:
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(aa) an authority to CTR or its agents from such holder to send any
notice, circular, warrant, document or other communication,
which may be required to be sent to him or her as a
shareholder of CTR, to GE Capital at its registered office;
(bb) an authority to GE Capital or its agents to sign any consent
to short notice of a general meeting or separate class meeting
on his behalf and/or to execute a form of proxy in respect of
such CTR Shares appointing any person nominated by GE Capital
to attend general meetings and separate class meetings of CTR
or its members (or any of them) (or any adjournment of them)
and to exercise the votes attaching to such CTR Shares on his
behalf, such votes to be cast so far as possible to satisfy
any outstanding Condition or otherwise as GE Capital or its
agent sees fit; and
(cc) the agreement of such holder not to exercise any of such
rights without the consent of GE Capital and the irrevocable
undertaking of such holder not to appoint a proxy for or to
attend general meetings or separate class meetings;
(f) that such holder will deliver, or procure the delivery to the UK Receiving
Agent or US Depositary of, his share certificates and/or other documents
of title in respect of the CTR Shares in certificated form referred to in
paragraph 9(a) above, or an indemnity acceptable to GE Capital in lieu
thereof, as soon as possible and in any event within six months of the
purchase of such CTR Shares;
(g) that such holder will take (or procure to be taken) the action necessary
to transfer all CTR Shares in respect of which the Offer has been accepted
or is deemed to have been accepted held by him in uncertificated form to
an escrow balance as soon as possible and in any event so that the
transfer to escrow settles within two months of the Offer becoming
unconditional in all respects;
(h) that if, for any reason, any CTR Shares in respect of which a transfer to
an escrow balance has been effected pursuant to paragraph 8(f) of this
Part B of Appendix I above are converted to certificated form, he will
immediately deliver or procure the immediate delivery of, the share
certificate(s) and/or other document(s) of title in respect of all such
CTR Shares as so converted to The Royal Bank of Scotland at one of its
addresses set out at the back of this document;
(i) that the creation of an assured payment obligation in favour of his
payment bank in accordance with the CREST assured payments arrangements as
referred to in paragraph 9(d)(v) of this Part B of Appendix I above shall,
to the extent of the obligation so created, discharge in full any
obligation of GE Capital and/or Lazard Brothers to pay to him the cash
consideration to which he is entitled pursuant to the Offer;
(j) that the terms and Conditions contained in this document shall be deemed
to be incorporated in, and form part of, the Form of Acceptance, which
shall be read and construed accordingly;
(k) that such holder agrees to do all such acts and things as shall be
necessary, and execute any additional documents reasonably considered by
GE Capital to be necessary, to complete the purchase and transfer of the
CTR Shares and to vest in GE Capital or its nominees the CTR Shares
aforesaid and all such acts and things as may be necessary or expedient to
enable the UK Receiving Agent to perform its functions as escrow agent for
the purposes of the Offer;
(l) that the execution of the Form of Acceptance constitutes an authority to
GE Capital and its agent in the terms of paragraph 4(a) of this Part B of
Appendix I above;
(m) that such holder agrees and acknowledges that he is not a customer (as
defined in the rules of The Securities and Futures Authority Limited) of
Lazard Brothers or Deutsche Morgan Grenfell in connection with the Offer;
(n) that such holder agrees to ratify each and every act or thing which may be
done or effected by any director of, or other person nominated by, GE
Capital or their respective agents, as the case may be, in the exercise of
any of his powers and/or authorities hereunder;
(o) that if any provision of this paragraph 9 shall be unenforceable or
invalid or shall not operate so as to afford GE Capital or the UK
Receiving Agent or the US Depositary or their respective agents the
benefit of the authority expressed to be given herein, he shall with all
practicable speed do all
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such acts and things and execute all such documents that may be reasonably
required to enable those persons to secure the full benefits of this
section;
(p) that the execution of the Form of Acceptance constitutes the submission of
such holder, in relation to all matters arising out of the Offer and the
Form of Acceptance, to the jurisdiction of the Courts of England; and
(q) that on execution of a Form of Acceptance, it shall take effect as a Deed.
DELIVERY OF THE FORM OF ACCEPTANCE AND CERTIFICATES REPRESENTING CTR SHARES
AND/OR OTHER DOCUMENTS OF TITLE TO THE US DEPOSITARY WILL CONSTITUTE DELIVERY OF
THEM TO THE UK RECEIVING AGENT FOR THE PURPOSES OF PARAGRAPH 8 OF THIS PART B OF
APPENDIX I ABOVE AND THIS PARAGRAPH 9.
10. CERTAIN PROVISIONS CONCERNING ACCEPTANCES
(a) Without prejudice to the right reserved by GE Capital to treat Acceptance
Forms as valid even though not entirely in order or not accompanied by,
where CTR Shares are in certificated form, the relevant share certificates
and/or other documents of title, or not accompanied by the relevant
transfer to escrow, except as otherwise agreed by the Panel:
(i) an acceptance of the Offer will only be counted towards fulfilling
the Acceptance Condition if the requirements of Note 4 and, if
applicable, Note 6 to Rule 10 of the City Code are satisfied in
respect of such acceptance. For additional information on Note 4 and
Note 6 to Rule 10 of the City Code, see paragraph 10(b) below;
(ii) a purchase of CTR Securities by GE Capital or its nominee(s) (or a
person acting in concert with GE Capital or its nominee(s)) will
only be counted towards fulfilling the Acceptance Condition if the
requirements of Note 5 and, if applicable, Note 6 to Rule 10 of the
City Code are satisfied in respect of such purchase. For additional
information on Note 5 and Note 6 to Rule 10 of the City Code, see
paragraph 10(b) below; and
(iii) the Acceptance Condition will not be declared satisfied until the UK
Receiving Agent has issued a certificate to GE Capital (or its
agent) which states the number of CTR Securities in respect of which
acceptances have been received which comply with paragraph (i) above
and the number of CTR Securities otherwise acquired, whether before
or during the Initial Offer Period, which comply with paragraph (ii)
above.
(b) Notes 4 to 6 to Rule 10 of the City Code contain detailed provisions for
verifying which acceptances and purchases may be counted towards
fulfilling the Acceptance Condition or in determining whether the
Acceptance Condition has been fulfilled and are principally concerned to
ensure that the acceptor is the registered owner of the securities which
he is tendering. The principal requirements of Notes 4 and 6 to Rule 10
are that any Acceptance Form must be completed to a suitable standard
(i.e. it must constitute a transfer or a valid and irrevocable appointment
of GE Capital or its agent for the purpose of executing a transfer) and it
must be accompanied by, where CTR Shares are in certificated form, the
appropriate share certificate or other documents of title and, in all
cases, any relevant supporting documentation (such as powers of attorney).
Immediately prior to the satisfaction of the Acceptance Condition, the UK
Receiving Agent will issue a certificate to GE Capital stating the number
of CTR Securities tendered and not validly withdrawn pursuant to the Offer
and the number of CTR Securities otherwise acquired, on or before the
Initial Closing Date as the case may be, in compliance with the provisions
referred to in paragraph 10(a) above. Copies of such certificates will be
sent to the Panel as soon as possible after they are issued.
(c) Subject to the City Code, GE Capital reserves the right to treat as valid
in whole or in part any acceptance of the Offer which is not entirely in
order or which is not accompanied by the (as applicable) relevant transfer
to escrow or the relevant share certificate(s) and/or other document(s) of
title or which is received by it at a place or places other than set out
in this document or the Acceptance Form. In that event, no payment of cash
under the Offer will be made until after the relevant transfer to escrow
has settled or (as applicable) the relevant share certificate(s) and/or
other document(s) of title or indemnities satisfactory to GE Capital have
been received by the UK Receiving Agent or the US Depositary, as the case
may be.
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11. SUBSTITUTE ACCEPTANCE FORMS
The holders of CTR Securities have been sent with this document either a Letter
of Transmittal (accompanied by a Notice of Guaranteed Delivery) and/or a Form of
Acceptance. All holders of CTR ADSs have been sent a Letter of Transmittal and a
Notice of Guaranteed Delivery, which they must use to tender their CTR ADSs and
accept the Offer. All holders of CTR Shares, including persons in the US who
hold CTR Shares, have been sent a Form of Acceptance, which they must use to
tender their CTR Shares and accept the Offer. Should any holder of CTR
Securities receive an incorrect form with which to accept the Offer or require
any additional forms, that person should contact the UK Receiving Agent or the
US Depositary at the addresses set out at the end of this document, who will
provide the appropriate forms.
12. SETTLEMENT
Subject to the satisfaction or, where permitted, waiver of all Conditions
(except as provided in paragraph 6 of this Part B of Appendix I in the case of
certain overseas holders of CTR Securities), settlement of the consideration to
which any holder of CTR Securities is entitled under the Offer will be effected
(i) in the case of valid and complete acceptances received by the Initial
Closing Date, promptly after such date, or (ii) in the case of valid and
complete acceptances of the Offer received, during the Subsequent Offer Period,
promptly after such receipt, in the following manner:
(a) CTR Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to CTR Shares in uncertificated form, the cash
consideration to which the accepting holder of CTR Shares is entitled will
be paid promptly by means of CREST by GE Capital procuring the creation of
an assured payment obligation in favour of such accepting holder's payment
bank in respect of the cash consideration due, in accordance with the
CREST assured payment arrangements.
GE Capital reserves the right to settle all or any part of the
consideration referred to in this paragraph, for all or any accepting
holders of CTR Shares, in the manner referred to in paragraph 12(b) below,
if, for any reason, it wishes to do so.
(b) CTR Securities in certificated form
Where an acceptance relates to CTR Securities in certificated form,
cheques for cash due will be despatched promptly by first class post (or
by such other method as may be approved by the Panel).
13. CURRENCY OF CONSIDERATION
Instead of pounds sterling, holders of CTR Shares who so wish may, by putting
"YES" in Box 6 on the Form of Acceptance, elect to receive US dollars on the
following basis: the cash amount payable in pounds sterling to which such holder
would otherwise be entitled pursuant to the terms of the Offer will be
converted, without charge, from pounds sterling to US dollars at the exchange
rate obtainable by the relevant payment agent (either the UK Receiving Agent or
the US Depositary) on the spot market in London at approximately noon (London
time) on the date the cash consideration is made available by GE Capital to the
relevant payment agent for delivery in respect of the relevant CTR Shares. A
holder of CTR Shares may receive such amount in US dollars on the basis set out
above only in respect of the whole of his holding of CTR Shares in respect of
which he accepts the Offer. Holders of CTR Securities may not elect to receive a
combination of pounds sterling and US dollars. Unless they elect to receive
pounds sterling by ticking the box marked "Pound Sterling Payment Election" on
the Letter of Transmittal, holders of CTR ADSs will receive consideration
converted into US dollars as described above, as if such holders of CTR ADSs had
elected to receive dollars. Consideration in US dollars may be inappropriate for
holders of CTR Shares other than persons resident in the US and holders of CTR
ADSs.
THE ACTUAL AMOUNT OF US DOLLARS RECEIVED WILL DEPEND UPON THE EXCHANGE RATE
PREVAILING ON THE DATE ON WHICH FUNDS ARE MADE AVAILABLE TO THE RELEVANT PAYMENT
AGENT BY GE CAPITAL. HOLDERS OF CTR SECURITIES SHOULD BE AWARE THAT THE US
DOLLAR/POUNDS STERLING EXCHANGE RATE WHICH IS PREVAILING AT THE DATE ON WHICH AN
ELECTION IS MADE TO RECEIVE DOLLARS AND ON THE DATE OF DESPATCH OF PAYMENT MAY
BE DIFFERENT FROM THAT PREVAILING ON THE DATE ON WHICH FUNDS ARE MADE AVAILABLE
TO THE RELEVANT PAYMENT AGENT BY GE CAPITAL. IN ALL CASES, FLUCTUATIONS IN THE
us DOLLAR/POUNDS STERLING EXCHANGE RATE ARE AT THE RISK OF ACCEPTING HOLDERS OF
ctr sECURITIES WHO ELECT OR ARE TREATED AS HAVING ELECTED TO RECEIVE THEIR
CONSIDERATION IN US dOLLARS. GE CAPITAL SHALL HAVE NO RESPONSIBILITY WITH
RESPECT TO THE CONSIDERATION PAYABLE OTHER THAN TO MAKE PAYMENT IN POUNDS
STERLING.
I-22
<PAGE>
APPENDIX II
CHAIRMAN'S STATEMENT AND FINANCIAL AND OTHER INFORMATION
RELATING TO THE CTR GROUP
For the purposes of this Appendix II only, references to the "Company" refer to
CTR not including its subsidiary undertakings, and references to the "Group"
refer to the CTR Group, including its subsidiary undertakings.
1. CHAIRMAN'S STATEMENT ON RESULTS FOR THE YEAR ENDED 30 APRIL 1997
Set out below is the text of the Chairman's Statement made in connection with
the announcement of the financial results of the CTR Group for the fiscal year
ended 30 April 1997.
"The final quarter of our 1996/97 financial year has seen a welcome continuation
of the trading progress, which I commented on in April. New trailer equipment is
now being delivered to meet a continued inflow of new long-term contracts within
all our Continental European markets.
Sterling's strength against other European currencies had an adverse impact on
both turnover and operating profit. Of the (pounds)23.3 million fall in turnover
from continuing operations to (pounds)110.9 million, some (pounds)8.9 million
represented adverse currency movements. Similarly operating profits would have
been virtually unchanged, but for the adverse effects of converting European
earnings into sterling.
In view of all of the Group's trading difficulties in recent years, it is
heartening to be able to report a profit before taxation for the full year of
(pounds)5.8 million. This is the first time since 1992 that we have achieved a
full year's profit before taxation; this compares to a pre-tax loss last year of
(pounds)181.0 million.
This modest level of profitability was boosted by exchange gains on our US
Notes. It also reflects the benefits of the Financial Restructuring, which was
completed in July 1996 and substantially reduced the burden of our interest
costs.
Our continuing drive to cut administrative costs yielded a further saving of
approximately (pounds)5 million over the past year. We have also begun
implementing a restructuring of our UK business, which is expected to further
reduce costs by (pounds)4 million in a full year. This will give us greater
operational flexibility, by replacing our existing network of 26 fixed depots
with trailer points operated through outsourcing and partnership arrangements.
The interest costs have reduced from (pounds)41.7 million in 1995/96 to
(pounds)24.7 million in the current year due to the Financial Restructuring.
This does not include a full year's impact as the Financial Restructuring was
only completed at the end of the first quarter. On an annualised basis our
interest bill is currently running at around (pounds)22 million.
Whilst trading conditions remain highly competitive in the UK, our Continental
European businesses have traded strongly and continued to secure new long-term
contracts. As I have previously reported, business in Germany remains
particularly buoyant, we have achieved rate increases in the Benelux countries
and have also made progress in France and Scandinavia.
We have now begun to take delivery of new trailer equipment as part of the
(pounds)64 million capital investment in the current year, which we committed to
following the Financial Restructuring. This will lead to the addition of 2,679
new trailers, which are required to sustain our competitive position in
Continental Europe and to fulfil new long-term contracts.
In addition to this we now have in place the first (pounds)19 million of the
total (pounds)70 million of lease finance which we were permitted to seek under
the terms of the Financial Restructuring. We are in negotiations for a second
tranche of (pounds)13 million which will help us reap the benefits of a
full-scale reinvestment programme.
Following the sale of our Rail Division, which was completed in June 1996, the
Group has been able to focus exclusively on the development of its trailer
rental activities. We remain the second largest rental group in Europe, with a
significant share of the market.
There have been a number of changes to the Board over the past year. In May
1996, David Howell joined as an executive director and Nicholas Ward as a
non-executive director. In January 1997 we appointed a further non-executive
director, when we welcomed Robbie Burns, a former director of NFC plc, to the
II-1
<PAGE>
Board. This followed his successful completion of a lengthy assignment as a
consultant to the Group, advising me on the restructuring of the UK operations.
One final Board change in the past year was the resignation in September 1996 of
Kenneth Dick. Kenneth made a considerable contribution to the Group during his
lengthy period of service as a non-executive director, so it was a particular
sadness to announce his death in April, at the age of 83.
Rupert Hambro will be retiring by rotation at our forthcoming Annual General
Meeting and has indicated that he will not be standing for re-election to the
Board. I would like to thank Rupert for the contribution he has made to the
Group during this challenging period in its development.
Turning to the 1997/98 financial year, shareholders will be pleased to note that
trading after the financial year has been in line with expectations and with the
continuation of the positive performance seen in the second half of the
financial year ended 30 April 1997.
I would like to conclude by offering my thanks to our customers and staff for
their loyalty and support, which have been vital ingredients in our renaissance.
IAN CLUBB
Chairman
22 July 1997"
2. SHARE CAPITAL
The share capital of CTR as at 1 August 1997 (the latest practicable date before
the publication of this document) was as follows:
Authorised Issued
Number (pounds) Number (pounds)
CTR ordinary 1p shares 810,000,000 8,100,000 738,100,720 7,381,007
3. BASIS OF INFORMATION
The financial information contained in this Appendix II relating to CTR does not
constitute statutory accounts within the meaning of Section 240 of the Companies
Act. The information for the three financial years ended 30 April 1997 is
summarised and extracted from the audited financial statements of CTR for each
of those years. CTR's auditors have made reports under Section 235 of the
Companies Act 1985 on the financial statements for each of those three years and
statutory accounts have been delivered to the Registrar of Companies for all
these years. These reports were unqualified and did not contain a statement
under Section 237(2) or (3) of the Companies Act 1985.
II-2
<PAGE>
4. Consolidated profit and loss accounts
<TABLE>
<CAPTION>
For the years ended 30 April 1997/6
----------- -----------
1997 1997 1997 1996 1996 1996
before exceptional after before exceptional after
exceptional items exceptional exceptional items exceptional
Notes items (Note 8.3) items items (Note 8.3) items
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C> <C> <C>
TURNOVER 8.2
Continuing operations 110.9 110.9 134.2 134.2
Discontinued operations 1.8 1.8 13.0 13.0
----------- ----------- ----------- -----------
112.7 112.7 147.2 147.2
----------- ----------- ----------- -----------
Operating depreciation (31.1) (31.1) (37.1) (37.1)
Other costs of sales (40.7) (4.6) (45.3) (61.3) (102.4) (163.7)
----------- ----------- ----------- -----------
Total cost of sales (71.8) (4.6) (76.4) (98.4) (102.4) (200.8)
----------- ----------- ----------- ----------- ----------- -----------
GROSS PROFIT/(LOSS) 40.9 (4.6) 36.3 48.8 (102.4) (53.6)
Administrative expenses (25.9) 1.4 (24.5) (30.1) 4.3 (25.8)
----------- ----------- ----------- ----------- ----------- -----------
15.0 (3.2) 11.8 18.7 (98.1) (79.4)
Other operating income/
(expenses) 0.8 0.8 (0.4) 0.2 (0.2)
OPERATING PROFIT/
(LOSS) 8.2 & 8.4
----------- ----------- ----------- -----------
Continuing operations 15.2 (3.2) 12.0 17.1 (97.9) (80.8)
Discontinued operations 0.6 0.6 1.2 1.2
----------- ----------- ----------- -----------
15.8 (3.2) 12.6 18.3 (97.9) (79.6)
Profit/(loss) on disposal
of discontinued operations -- 3.2 3.2 -- (21.4) (21.4)
Lease amortisation and
finance breakage costs -- -- -- 0.5 0.5
Costs associated with
financial restructuring -- -- -- (20.0) (20.0)
Net interest payable 8.5 (24.7) (24.7) (41.7) (41.7)
----------- ----------- ----------- ----------- ----------- -----------
LOSS ON ORDINARY
ACTIVITIES AFTER
INTEREST (8.9) -- (8.9) (23.4) (138.8) (162.2)
Unrealised exchange
gain on New Notes 4.9 4.9 -- -- --
Exchange gain/(loss) on
Old Notes 9.8 9.8 (18.8) (18.8)
----------- ----------- ----------- ----------- ----------- -----------
PROFIT/(LOSS) ON
ORDINARY
ACTIVITIES BEFORE
TAXATION 5.8 -- 5.8 (42.2) (138.8) (181.0)
Tax on profit/(loss) on
ordinary activities 8.6 -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
RETAINED PROFIT/
(LOSS) 5.8 -- 5.8 (42.2) (138.8) (181.0)
----------- ----------- ----------- ----------- ----------- -----------
Earnings/(loss) per
ordinary share 8.8 0.98p -- 0.98p (38.1)p (125.4)p (163.5)p
=========== =========== =========== ============ =========== ===========
----------- -----------
</TABLE>
II-3
<PAGE>
4. Consolidated profit and loss accounts (continued)
<TABLE>
<CAPTION>
For the years ended 30 April 1996/5
------------- -------------
1996 1996 1996 1995 1995 1995
before exceptional after before exceptional after
exceptional items exceptional exceptional items exceptional
Notes items (Note 8.3) items items (Note 8.3) items
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C> <C> <C>
TURNOVER 8.2
Continuing operations 134.2 134.2 138.8 138.8
Discontinued operations 13.0 13.0 12.4 12.4
----------- ----------- ----------- -----------
147.2 147.2 151.2 151.2
----------- ----------- ----------- -----------
Operating depreciation (37.1) (37.1) (37.0) (37.0)
Other costs of sales (61.3) (102.4) (163.7) (52.6) (1.8) (54.4)
----------- ----------- ----------- -----------
Total cost of sales (98.4) (102.4) (200.8) (89.6) (1.8) (91.4)
----------- ----------- ----------- ----------- ----------- -----------
GROSS PROFIT/(LOSS) 48.8 (102.4) (53.6) 61.6 (1.8) 59.8
Administrative expenses (30.1) 4.3 (25.8) (40.9) (9.1) (50.0)
----------- ----------- ----------- ----------- ----------- -----------
18.7 (98.1) (79.4) 20.7 (10.9) 9.8
Other operating
(expenses)/income (0.4) 0.2 (0.2) 5.0 (12.1) (7.1)
OPERATING PROFIT/
(LOSS) 8.2 & 8.4
----------- ----------- ----------- -----------
Continuing operations 17.1 (97.9) (80.8) 23.7 (23.0) 0.7
Discontinued operations 1.2 1.2 2.0 2.0
----------- ----------- ----------- -----------
18.3 (97.9) (79.6) 25.7 (23.0) 2.7
Loss on disposal of
discontinued
operations -- (21.4) (21.4) -- (8.0) (8.0)
Lease amortisation and
finance breakage costs -- 0.5 0.5 -- (3.7) (3.7)
Costs associated with
financial restructuring -- (20.0) (20.0) -- --
Net interest payable 8.5 (41.7) (41.7) (42.6) (42.6)
----------- ----------- ----------- ----------- ----------- -----------
LOSS ON ORDINARY
ACTIVITIES AFTER
INTEREST (23.4) (138.8) (162.2) (16.9) (34.7) (51.6)
Unrealised exchange
gain on New Notes -- -- -- --
Exchange loss on Old
Notes (18.8) (18.8) 15.9 15.9
----------- ----------- ----------- ----------- ----------- -----------
LOSS ON ORDINARY
ACTIVITIES BEFORE
TAXATION (42.2) (138.8) (181.0) (1.0) (34.7) (35.7)
Tax on loss on ordinary
activities 8.6 -- -- (0.3) (0.3)
----------- ----------- ----------- ----------- ----------- -----------
RETAINED LOSS (42.2) (138.8) (181.0) (1.3) (34.7) (36.0)
----------- ----------- ----------- ----------- ----------- -----------
Loss per ordinary share 8.8 (38.1)p (125.4)p (163.5)p (1.2)p (31.3)p (32.5)p
=========== =========== =========== =========== =========== ===========
------------- -------------
</TABLE>
II-4
<PAGE>
5. Consolidated balance sheet
<TABLE>
<CAPTION>
At 30 April 1997
Notes (pounds)m
<S> <C> <C>
FIXED ASSETS
Tangible assets 8.12 257.1
CURRENT ASSETS
---------
Assets held for sale 8.13 6.2
Escrow amounts in respect of the sale of Container Operations 8.14 0.5
Proceeds and cash collateral bank accounts 8.15 2.9
Stocks 8.16 0.8
Debtors 8.17 28.4
Cash at bank and in hand 11.8
---------
50.6
CREDITORS -- Amounts falling due within one year
---------
Borrowings 8.18 (11.8)
Other creditors 8.19 (35.3)
---------
(47.1)
--------
NET CURRENT ASSETS 3.5
--------
TOTAL ASSETS LESS CURRENT LIABILITIES 260.6
CREDITORS -- Amounts falling due after more than one year
---------
Borrowings 8.18 (223.2)
Other creditors 8.19 (0.3)
---------
(223.5)
PROVISIONS FOR LIABILITIES AND CHARGES 8.20 (4.2)
--------
32.9
========
CAPITAL AND RESERVES
Called up share capital 8.22 7.4
Share premium account 8.23 65.4
Other reserves 8.23 74.3
Profit and loss account 8.23 (30.6)
Goodwill write off reserve 8.23 (83.6)
--------
EQUITY SHAREHOLDERS' FUNDS 32.9
========
</TABLE>
II-5
<PAGE>
6. Consolidated cash flow statement
<TABLE>
<CAPTION>
For the year ended 30 April 1997
Notes (pounds)m
<S> <C> <C>
NET CASH INFLOW FROM OPERATING ACTIVITIES 45.5
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
----------
Net interest paid (27.6)
----------
(27.6)
TAXATION --
---------
17.9
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
----------
Sale of tangible fixed assets 12.6
Sale of assets held for sale 5.0
Sale of investment 0.4
Sale of aircraft 3.1
Purchase of tangible fixed assets (41.0)
----------
(19.9)
ACQUISITIONS AND DISPOSALS
----------
Sale of Rail Division 8.26 17.9
----------
17.9
MANAGEMENT OF LIQUID RESOURCES
----------
Amounts received from matured short term deposits --
Amounts placed on short term deposit --
----------
--
---------
NET CASH INFLOW BEFORE FINANCING 15.9
FINANCING
----------
Issue of ordinary shares 214.8
Issue of New Notes 149.0
New term loan 79.0
New lease finance 0.5
Proceeds and cash collateral bank accounts 14.3
Repayment of new term loan (0.4)
Repayment of Old Notes (261.0)
Repayment of Old Bank Facility borrowings (162.7)
Repayment of ESOP bank loan (3.3)
Finance lease and hire purchase repayments (33.9)
Legal and professional costs incurred in respect of the restructuring (13.5)
----------
Net outflow from financing (17.2)
---------
DECREASE IN CASH 8.25 (1.3)
=========
NOTE
Decrease in cash (1.3)
Cash at start of year 14.2
Effects of foreign exchange rate changes (1.4)
---------
CASH AT END OF YEAR 8.25 11.5
=========
</TABLE>
II-6
<PAGE>
Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities
For the year ended 30 April 1997
(pounds)m
OPERATING PROFIT 12.6
Exceptional costs and write offs 3.2
Depreciation charge 32.8
Profit on sale of tangible fixed assets (0.6)
Movement in bad debt provision, fixed
asset write offs and other non cash items 0.2
Decrease in stocks 0.4
Decrease in debtors 6.9
Decrease in creditors (8.3)
Decrease in provisions (1.7)
--------
NET CASH INFLOW FROM OPERATING ACTIVITIES 45.5
========
7. ACCOUNTING POLICIES
7.1 BASIS OF PREPARATION
The consolidated accounts have been prepared under the historical cost
convention in accordance with applicable UK Accounting Standards.
The consolidated accounts have been prepared on a going concern basis
taking into account the financial restructuring which was completed on 26
July 1996. The facilities available to the Group following the Financial
Restructuring are dependent upon compliance with certain covenants agreed
with the lenders. The Group has substantial unhedged exposure to the US
dollar, which will continue as the New Notes are dollar denominated. It
also has some exposure to various European currencies. The new forward
foreign exchange facility is not sufficient to hedge these exposures.
There remains the risk of significant exposure to exchange rate
fluctuations which could materially affect the net worth of the Group, and
therefore the ability of the Group to comply with these covenants.
7.2 BASIS OF CONSOLIDATION
The Group accounts consolidate the accounts of the Company and all of its
subsidiaries.
7.3 TURNOVER
Turnover is the amount derived from the provision of goods and services
falling within the Group companies' ordinary activities after excluding
trade discounts and value added tax.
7.4 OPERATING LEASES
Operating lease rentals are charged to the profit and loss account as
incurred.
7.5 PENSION SCHEMES
At 30 April 1994 the Group's defined benefit scheme was closed to new
entrants. No contributions have been made to this scheme since 31 July
1994. The cost of pensions in respect of this scheme has been charged to
the profit and loss account so as to spread the cost of pensions over the
service lives of employees in the scheme.
In respect of the Group's defined contribution schemes, contributions are
charged to the profit and loss account in the period to which they relate.
7.6 RENT PAYABLE AND OTHER EXPENSES OF VACANT LEASEHOLD PROPERTY
Expected future holding costs of vacant leasehold properties, including
rent payable and other property costs, are provided for and the provisions
reviewed on a regular basis.
7.7 TAXATION
Deferred tax is not provided in respect of significant timing differences
unless it is probable that such tax will become payable in the foreseeable
future.
II-7
<PAGE>
Advance Corporation Tax is written off unless it can either be set against
provisions for taxation or is recoverable against tax liabilities in
respect of the following period, in which case it is deferred.
7.8 TANGIBLE FIXED ASSETS AND DEPRECIATION
Trailers are depreciated using the reducing balance method. The annual
charge is 10% to 15% of the net book amount of the asset at the beginning
of the year, depending on the type of trailer.
For all other tangible fixed assets depreciation is calculated to write
down their cost to estimated residual values over their estimated useful
economic lives by equal annual instalments.
The estimated useful lives and residual values of tangible fixed assets
are as follows:
Estimated
Estimated residual
useful lives values
Freehold buildings 50 years nil
Rail Wagons 25 years 10% of cost
Fixtures and equipment 10 years nil
Motor cars and computer equipment 5 years nil
Short term leasehold land and buildings are amortised over the period of
the lease. Freehold land is not depreciated.
7.9 INVESTMENTS
Fixed asset investments are stated at cost less provision for any
permanent diminution in value. Current asset investments are stated at the
lower of cost and net realisable value.
7.10 EMPLOYEE SHARE OWNERSHIP PLAN
The Group's Employee Share Ownership Plan (ESOP) was a separately
administered trust. Liabilities of the ESOP were guaranteed by the Company
and the assets of the ESOP mainly comprised shares in the Company. The
assets, liabilities, income and costs of the ESOP have been included in
the consolidated Financial Statements. The ESOP was cancelled on 26 July
1996.
7.11 STOCKS
Stocks are valued at the lower of cost and net realisable value.
7.12 FINANCE LEASE AND HIRE PURCHASE CONTRACTS
Equipment financed by leases and hire purchase contracts is capitalised at
amounts equal to the fair value of the assets at the date of acquisition
and is included in tangible fixed assets. The commitment to pay the
capital element of the repayments under finance leases and hire purchase
contracts is included in the balance sheet as obligations under finance
leases and hire purchase contracts.
The interest elements of payments under finance leases and hire purchase
contracts are charged to the profit and loss account over the primary
period of the financing in proportion to the capital sum outstanding.
7.13 GOODWILL
Goodwill, representing the excess or deficit of the purchase price over
the fair value of the net assets acquired, is eliminated against reserves.
Goodwill in respect of businesses that are sold is transferred from
reserves to the profit and loss account where it is reported as part of
the exceptional profit or loss on disposal of those businesses.
7.14 FOREIGN CURRENCIES
Transactions in foreign currencies are recorded at the rate of exchange
ruling at the date of the transaction or where applicable the forward
contract rate. Profits and losses of overseas subsidiaries are translated
into sterling at the average exchange rate for the year. Assets and
liabilities denominated in foreign currencies are translated into sterling
at the year end exchange rates.
II-8
<PAGE>
Exchange gains and losses arising from the retranslation of the opening
net investment in subsidiaries and any related foreign currency loans are
taken direct to reserves. Other exchange differences are taken to the
profit and loss account.
7.15 FINANCE ISSUE COSTS
Finance issue costs including the costs of raising and arranging
borrowings, and underwriting fees, are charged to the profit and loss
account over the duration of the finance at a constant rate on the net
capital outstanding. The capital outstanding is reported after deduction
of finance issue costs.
7.16 TRANSFER OF OPERATING ASSETS TO CURRENT ASSETS
The operating asset fleet is reviewed at each year end to identify those
units which it is considered will not provide sufficient returns in the
future or no longer meet the specification requirement to warrant their
continued inclusion in the operating fleet. These units are removed from
the operating fleet, written down to their estimated market value through
the profit and loss account and transferred to Current Assets -- Assets
held for sale.
7.17 INCOME RECOGNITION
Income is recognised rateably over the life of the underlying transport
contract or when services have been rendered to unaffiliated customers
with appropriate provision for uncollectable amounts.
7.18 NATURE OF THE BUSINESS
The principal activity of the Group is that of renting out trailers for
distribution and transportation.
II-9
<PAGE>
8. NOTES TO THE FINANCIAL INFORMATION ON THE GROUP
8.1 ANALYSIS OF PROFIT AND LOSS STATEMENT BY BUSINESS SEGMENT FOR EACH OF THE
THREE YEARS ENDED 30 APRIL 1997
(a) Year Ended 30 April 1997
<TABLE>
<CAPTION>
Continuing Discontinued
Trailer Central operations operations Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C>
Turnover 110.9 -- 110.9 1.8 112.7
-------- -------- -------- -------- --------
Exceptional costs of sales (3.9) (0.7) (4.6) -- (4.6)
Other costs of sales (71.1) -- (71.1) (0.7) (71.8)
-------- -------- -------- -------- --------
Total cost of sales (75.0) (0.7) (75.7) (0.7) (76.4)
-------- -------- -------- -------- --------
Gross profit/(loss) 35.9 (0.7) 35.2 1.1 36.3
-------- -------- -------- -------- --------
Exceptional administrative
(expenses)/income (3.8) 5.2 1.4 -- 1.4
Other administrative expenses (18.9) (6.5) (25.4) (0.5) (25.9)
-------- -------- -------- -------- --------
Total administrative (expenses)/
income (22.7) (1.3) (24.0) (0.5) (24.5)
Other operating income 0.2 0.6 0.8 -- 0.8
-------- -------- -------- -------- --------
Operating profit/(loss) before
central service charges 13.4 (1.4) 12.0 0.6 12.6
Central service charges (3.4) 3.4 -- -- --
-------- -------- -------- -------- --------
Operating profit after central
service charges 10.0 2.0 12.0 0.6 12.6
======== ======== ======== ======== ========
CAPITAL EMPLOYED 232.8 23.3 256.1 -- 256.1
-------- -------- -------- -------- --------
</TABLE>
Capital employed represents net assets excluding cash, overdrafts and
borrowings.
II-10
<PAGE>
8.1 ANALYSIS OF PROFIT AND LOSS STATEMENT BY BUSINESS SEGMENT FOR EACH OF THE
THREE YEARS ENDED 30 APRIL 1997 CONTINUED
(b) Year Ended 30 April 1996
<TABLE>
<CAPTION>
Continuing Discontinued
Trailer Central operations operations Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C>
Turnover 134.2 -- 134.2 13.0 147.2
---------- ---------- ----------- ---------- -----------
Exceptional costs of sales (82.4) (20.0) (102.4) -- (102.4)
Other costs of sales (87.7) -- (87.7) (10.7) (98.4)
---------- ---------- ----------- ---------- -----------
Total cost of sales (170.1) (20.0) (190.1) (10.7) (200.8)
--------- --------- --------- --------- ---------
Gross (loss)/profit (35.9) (20.0) (55.9) 2.3 (53.6)
---------- ---------- ----------- ---------- -----------
Exceptional administrative income -- 4.3 4.3 -- 4.3
Other administrative expenses (22.8) (5.9) (28.7) (1.4) (30.1)
---------- ---------- ----------- ---------- -----------
Total administrative (expenses)/income (22.8) (1.6) (24.4) (1.4) (25.8)
---------- ---------- ----------- ---------- -----------
Exceptional other operating income 0.2 -- 0.2 -- 0.2
Other operating (expenses)/income (1.2) 0.4 (0.8) 0.4 (0.4)
---------- ---------- ----------- ---------- -----------
Total other operating (expenses)/income (1.0) 0.4 (0.6) 0.4 (0.2)
--------- --------- --------- --------- ---------
Operating (loss)/profit before central
service charges (59.7) (21.2) (80.9) 1.3 (79.6)
Central service charges (2.7) 2.8 0.1 (0.1) --
--------- --------- --------- --------- ---------
Operating (loss)/profit after central
service charges (62.4) (18.4) (80.8) 1.2 (79.6)
========= ========= ========= ========= =========
</TABLE>
(c) Year Ended 30 April 1995
<TABLE>
<CAPTION>
Continuing Discontinued
Trailer Central operations operations Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C>
Turnover 138.8 -- 138.8 12.4 151.2
---------- ---------- ----------- ---------- -----------
Exceptional costs of sales (1.8) -- (1.8) -- (1.8)
Other costs of sales (80.8) -- (80.8) (8.8) (89.6)
---------- ---------- ----------- ---------- -----------
Total cost of sales (82.6) -- (82.6) (8.8) (91.4)
--------- --------- --------- --------- ---------
Gross profit 56.2 -- 56.2 3.6 59.8
---------- ---------- ----------- ---------- -----------
Exceptional administrative
income/(expenses) 2.5 (11.6) (9.1) -- (9.1)
Other administrative expenses (27.7) (11.6) (39.3) (1.6) (40.9)
---------- ---------- ----------- ---------- -----------
Total administrative (expenses)/income (25.2) (23.2) (48.4) (1.6) (50.0)
---------- ---------- ----------- ---------- -----------
Exceptional other operating expenses (12.1) -- (12.1) -- (12.1)
Other operating income 2.6 2.0 4.6 0.4 5.0
---------- ---------- ----------- ---------- -----------
Total other operating (expenses)/
income (9.5) 2.0 (7.5) 0.4 (7.1)
--------- --------- --------- --------- ---------
Operating profit/(loss) before central service charges 21.5 (21.2) 0.3 2.4 2.7
Central service charges (4.0) 4.4 0.4 (0.4) --
--------- --------- --------- --------- ---------
Operating profit/(loss) after central service charges 17.5 (16.8) 0.7 2.0 2.7
========= ========= ========= ========= =========
</TABLE>
II-11
<PAGE>
8.2 ANALYSIS OF TURNOVER, OPERATING PROFIT AND CAPITAL EMPLOYED
BY GEOGRAPHICAL AREA -- FROM CONTINUING OPERATIONS
<TABLE>
<CAPTION>
1997 1996 1995
--------------------------------- --------------------------------- ---------------------------------
Trailers Central Total Trailers Central Total Trailers Central Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TURNOVER (BY
SOURCE)
UK 38.7 -- 38.7 50.4 -- 50.4 57.0 -- 57.0
Germany 29.2 -- 29.2 34.5 -- 34.5 34.6 -- 34.6
Benelux 11.5 -- 11.5 15.2 -- 15.2 15.8 -- 15.8
Nordic 18.7 -- 18.7 21.6 -- 21.6 21.9 -- 21.9
France 14.2 -- 14.2 16.4 -- 16.4 12.3 -- 12.3
----- ----- ----- ----- ----- ----- ----- ----- -----
112.3 -- 112.3 138.1 -- 138.1 141.6 -- 141.6
Inter divisional
sales (1.4) -- (1.4) (3.9) -- (3.9) (2.8) -- (2.8)
----- ----- ----- ----- ----- ----- ----- ----- -----
110.9 -- 110.9 134.2 -- 134.2 138.8 -- 138.8
----- ----- ----- ----- ----- ----- ----- ----- -----
OPERATING
PROFIT BEFORE
EXCEPTIONAL
ITEMS
UK 6.2 (2.5) 3.7 5.9 (2.7) 3.2 9.3 (5.2) 4.1
Germany 7.4 -- 7.4 8.2 -- 8.2 10.7 -- 10.7
Benelux 1.6 -- 1.6 1.6 -- 1.6 1.4 -- 1.4
Nordic 1.8 -- 1.8 1.2 -- 1.2 5.5 -- 5.5
France 0.7 -- 0.7 2.9 -- 2.9 2.0 -- 2.0
----- ----- ----- ----- ----- ----- ----- ----- -----
17.7 (2.5) 15.2 19.8 (2.7) 17.1 28.9 (5.2) 23.7
----- ----- ----- ----- ----- ----- ----- ----- -----
EXCEPTIONAL
ITEMS LOSS/
(GAINS)
UK 4.6 (4.5) 0.1 37.2 15.7 52.9 17.4 11.6 29.0
Germany 1.0 -- 1.0 15.8 -- 15.8 -- -- --
Benelux 1.0 -- 1.0 8.0 -- 8.0 (6.0) -- (6.0)
Nordic 0.5 -- 0.5 14.4 -- 14.4 -- -- --
France 0.6 -- 0.6 6.8 -- 6.8 -- -- --
----- ----- ----- ----- ----- ----- ----- ----- -----
7.7 (4.5) 3.2 82.2 15.7 97.9 11.4 11.6 23.0
----- ----- ----- ----- ----- ----- ----- ----- -----
CAPITAL
EMPLOYED
UK 83.0 23.3 106.3
Germany 47.6 -- 47.6
Benelux 26.1 -- 26.1
Nordic 44.9 -- 44.9
France 31.2 -- 31.2
----- ----- -----
232.8 23.3 256.1
===== ===== =====
</TABLE>
An analysis of turnover by destination would not be materially different from
that above.
Inter divisionals sales represent the renting of trailers between the
geographical segments.
II-12
<PAGE>
8.3 EXCEPTIONAL ITEMS
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C>
OTHER COSTS OF SALES
Provisions for permanent diminution in value of operating assets i 4.6 83.0 1.8
Provision for loss on a trailer buy back agreement ii -- 3.4 --
Provision against Schmitz advance payment iii -- 16.0 --
------ ------ ------
4.6 102.4 1.8
====== ====== ======
ADMINISTRATIVE EXPENSES
Sale of aircraft iv (3.3) -- --
Sale of ESOP shares v (0.4) -- --
Legal and professional fees in respect of VAT investigation vi 0.5 -- --
Costs and provision for future costs in respect of restructuring the
UK business vii 4.2 -- --
Release of excess provisions made in respect of exceptional items
in previous periods viii (2.4) (4.3) --
Write off of fleet purchase costs ix -- -- 3.0
Redundancy and reorganisation costs x -- -- 2.2
Computer systems development costs written off xi -- -- 1.3
Provision in respect of the Class Action Litigation and other legal
action xii -- -- 2.6
------ ------ ------
(1.4) (4.3) 9.1
====== ====== ======
OTHER OPERATING EXPENSES
(Write back)/provision for losses on trailers identified for sale xiii -- (0.2) 12.1
------ ------ ------
EXCEPTIONAL ITEMS WITHIN OPERATING PROFIT/(LOSS) 3.2 97.9 23.0
(PROFIT)/LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS
(Profit)/loss on disposal of Rail Division xiv (2.1) 22.0 --
(Profit)/loss on disposal of Container Operations xv (1.1) (0.6) 8.0
------ ------ ------
(3.2) 21.4 8.0
====== ====== ======
LEASE AMORTISATION AND FINANCE BREAKAGE COSTS xvi -- (0.5) 3.7
COSTS ASSOCIATED WITH FINANCIAL RESTRUCTURING xvii -- 20.0 --
------ ------ ------
TOTAL EXCEPTIONAL ITEMS BEFORE TAXATION -- 138.8 34.7
====== ====== ======
</TABLE>
(i) Provision for permanent diminution in value of operating assets (pounds)4.6
million (1996: (pounds)83.0 million; 1995: (pounds)1.8 million)
At 30 April 1996 the Group identified a number of old specification, low
utilisation trailers which it planned to sell. In light of the unanticipated
delay in selling certain of these trailers an impairment review was performed at
30 April 1997 resulting in a further impairment of (pounds)4.6 million.
On 1 May 1996 the Group adopted a new operational policy under which it will
dispose of most trailers after a maximum period of 7 years rather than the
previous 15 years. It had been the Group's experience that the fair value of
trailer assets declined more rapidly early on in their economic life. Thus, the
commitment to dispose of trailers earlier resulted in a reduction in the
estimated gross cash inflows, including residual value, expected to arise from
operating the trailer assets and consequently resulted in an impairment of
(pounds)83.0 million in the year ended 30 April 1996.
II-13
<PAGE>
8.3 EXCEPTIONAL ITEMS (CONTINUED)
The charges in the year ended 30 April 1995 were in respect of anticipated
losses on disposal or provisions against the carrying value of certain of the
Group's operating assets which were either targeted for early disposal or had
suffered a permanent diminution in value. Assets written down were principally
those which had remained under-utilised despite the gradually improving economic
climate and which although previously considered to be viable in the long-term
were not expected to be profitable in the short-term. The assets were therefore
written down to values which it was estimated could be recovered from operations
or disposal.
(ii) Provision for loss on a trailer buy back agreement (pounds)nil (1996:
(pounds)3.4 million; 1995: (pounds)nil)
The Company was contractually obliged under the terms of a buy back agreement to
purchase certain trailers at amounts which were in excess of their estimated
market values on the dates when they are scheduled to be purchased. Since these
units are being sold on or soon after purchase, provision was been made to write
down the future costs of these units to their estimated realisable values at the
various times of purchase.
(iii) Provision against Schmitz advance payment (pounds)nil (1996: (pounds)16.0
million; 1995: (pounds)nil)
During the year ended 30 April 1996 the Group made advance payments of
(pounds)53.9 million in respect of new trailer purchases from Schmitz, and had
provided (pounds)8.7 million against this balance. The market price of certain
types of new trailers from suppliers other than Schmitz had declined to a point
where the Company may not have bought certain trailers from Schmitz and may have
bought from competitive suppliers.
Management estimated that the recoverable amount of the advanced payment,
through the future purchase and use of trailers had fallen to approximately
(pounds)29.2 million, which required a further write down of (pounds)16.0
million.
(iv) Sale of aircraft (pounds)(3.3) million (1996: (pounds)nil; 1995:
(pounds)nil)
In November 1996 the Company received (pounds)3.1 million in respect of sale
proceeds of the aircraft previously leased from Darwen Leasing and accrued
(pounds)0.2 million of recoverable legal costs.
(v) Sale of ESOP shares (pounds)(0.4) million (1996: (pounds)nil; 1995:
(pounds)nil)
Shares in the Company held by the ESOP were sold for (pounds)0.4 million during
the year. The cost of these shares had previously been written down to nil
value.
(vi) Legal and professional fees in respect of the VAT investigation (pounds)0.5
million (1996: (pounds)nil; 1995: (pounds)nil)
The Company is subject to an ongoing VAT investigation in respect of a bad debt
claim made in the year to 30 April 1994. The costs of the Company's own
independent investigation and associated legal advice have been charged as
exceptional.
(vii) Cost and provision for future costs in respect of restructuring the UK
business (pounds)4.2 million (1996: (pounds)nil; 1995: (pounds)nil)
Full provision has been made for the anticipated costs of restructuring the UK
business.
(viii) Release of excess provisions made in respect of exceptional items in
previous periods (pounds)(2.4) million (1996: (pounds)(4.3) million; 1995:
(pounds)nil)
The amounts provided for various exceptional items in previous years proved to
be overly prudent and hence excess provisions were written back in the years
ended 30 April 1997 and 1996.
(ix) Write off of fleet purchase costs (pounds)nil (1996: (pounds)nil; 1995:
(pounds)3.0 million)
Fleet purchase costs were written off in the year ended 30 April 1995 following
a review by the Board of the Company.
II-14
<PAGE>
8.3 EXCEPTIONAL ITEMS (CONTINUED)
(x) Redundancy and reorganisation costs (pounds)nil (1996: (pounds)nil; 1995:
(pounds)2.2 million)
Redundancy and reorganisation costs arising from the restructuring of the Group
were expensed in the year ended 30 April 1995.
(xi) Computer systems write-off (pounds)nil (1996: (pounds)nil; 1995:
(pounds)1.3 million)
During the year ended 30 April 1995 the Company terminated most of its systems
projects that were in progress as part of a drive to reduce costs and in light
of the changed systems priorities resulting from the restructuring of the
Group's businesses. Costs previously capitalised in respect of hardware and
software which were no longer required were written off.
(xii) Provisions in respect of the Class Action Litigation and other legal
action (pounds)nil (1996: (pounds)nil; 1995: (pounds)2.6 million)
In the year ended 30 April 1995 provision was made by the Company for the legal
costs of defending the Class Action Litigation which was finally concluded in
1996.
(xiii) (Write back)/provision for losses on trailers identified for
sale (pounds)nil (1996: (pounds)(0.2) million; 1995: (pounds)12.1 million)
In the year ended 30 April 1995 a review of the fleet identified approximately
1,900 units as not suitable for continuing use in the business. These were
transferred to current assets and written down to their estimated net realisable
value. In the year ended 30 April 1996 (pounds)0.2 million of this write down
was considered no longer necessary and was written back.
(xiv) (Profit)/loss on disposal of Rail Division (pounds)(2.1) million
(1996: (pounds)22.0 million; 1995: (pounds)nil)
The sale of the Rail Division was completed in June 1996, with final agreement
in respect of the closing net asset position being reached in December 1996.
This resulted in a write back in the year ended 30 April 1997 of (pounds)2.1
million, of the (pounds)22.0 million provision made in the previous year.
(xv) Sale of Container Operations (pounds)(1.1) million (1996: (pounds)(0.6)
million; 1995: (pounds)8.0 million)
On 15 March 1994 the Group sold substantially all the assets and certain
specified liabilities of Tiphook Container Rental Company Limited and its
subsidiaries and Tiphook Rentals Limited to Transamerica Container Acquisition
Corporation, a wholly owned subsidiary of Transamerica Corporation, a company
incorporated in the United States of America.
The Exceptional items relating to the sale were:
(pounds)m
Loss on sale as reported in the year ended 30 April 1994 (124.8)
1995 :Escrow claims and provision for taxation and legal fees (8.0)
1996 :Release of excess purchase price adjustment 1.6
1996 :Provision for future claims (1.0)
1997 :Release of excess provisions made in previous years 1.1
------
(131.1)
======
(xvi) Lease amortisation and finance breakage costs (pounds)nil
(1996: (pounds)(0.5) million; 1995: (pounds)3.7 million)
The amounts provided in previous years in respect of exceptional financial
breakage costs had been in excess of the actual costs incurred. The amount of
excess provision was written back in 1996.
(xvii) Costs associated with financial restructuring (pounds)nil (1996:
(pounds)20.0 million; 1995: (pounds)nil)
Full provision was made in the year ended 30 April 1996 for all costs, net of
amounts written off against the share premium account, associated with the
Financial Restructuring.
II-15
<PAGE>
8.4 OPERATING PROFIT/(LOSS)
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C>
OPERATING PROFIT/(LOSS) IS ARRIVED AT AFTER CHARGING:
Depreciation of tangible fixed assets:
Operating assets 31.1 37.1 37.0
Other assets 1.7 2.2 3.1
(Profit)/loss on disposal of tangible fixed assets (0.6) 1.3 (2.1)
Foreign exchange losses 0.5 0.8 2.4
MOT prepayment write off -- 5.2 --
Operating lease rentals:
Hire of plant & machinery 1.1 1.3 1.6
Other assets 1.0 1.0 1.1
Auditors' remuneration:
Price Waterhouse:
Audit 0.2 0.2 0.2
Other reporting 1.6 1.7 --
Deloitte & Touche:
Audit n/a n/a 0.2
Other reporting n/a n/a 0.5
</TABLE>
In respect of the audit (pounds)25,000 (1996: (pounds)25,000,
1995: (pounds)30,000) was in relation to the audit of the Company.
8.5 NET INTEREST PAYABLE
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C>
Repayable within 5 years, not by instalments:
Bank loans and overdrafts 3.5 13.2 10.3
Other loans 3.8 16.4 17.3
Repayable wholly or partly in more than 5 years:
Bank loans and overdrafts 4.3 0.6 --
Other loans 12.6 6.2 6.3
--------- --------- ---------
24.2 36.4 33.9
Finance leases and hire purchase contracts 2.1 7.1 11.7
--------- --------- ---------
26.3 43.5 45.6
Bank and other interest receivable (1.6) (1.8) (3.0)
--------- --------- ---------
24.7 41.7 42.6
========= ========= =========
</TABLE>
8.6 TAXATION ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES
The charge is based on the profit/(loss) for the year and comprises:
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C>
Current:
Other overseas taxation -- -- 0.3
--------- --------- ---------
Total -- -- 0.3
========= ========= =========
</TABLE>
II-16
<PAGE>
8.6 TAXATION ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES (CONTINUED)
The table below relates the actual tax charge to the notional tax charge
calculated by applying the standard UK corporation tax rate to the profit/(loss)
before taxes.
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C>
Profit/(loss) before tax 5.8 (181.0) (35.7)
======== ======== ========
Notional tax charge/(credit) at standard UK rate
(1997 = 32.8%; 1996 = 33%; 1995 = 33%) 1.9 (59.7) (11.8)
Permanent differences (non taxable items)/non
deductible items and other (20.7) 36.5 13.8
Deferred tax credit/(charge) not expected to
crystalise in the foreseeable future 18.8 23.2 (1.7)
-------- -------- --------
Actual tax charge -- -- 0.3
======== ======== ========
</TABLE>
The table below shows the pre-tax profit/(loss) subject to UK and overseas
taxation.
<TABLE>
<CAPTION>
1997 1996 1995
(pounds)m (pounds)m (pounds)m
<S> <C> <C> <C>
Taxable in the United Kingdom 15.6 (142.4) (50.1)
Taxable overseas (9.8) (38.6) 14.4
--------- --------- ---------
5.8 (181.0) (35.7)
========= ========= =========
</TABLE>
Provision for deferred tax is only made in respect of significant timing
differences to the extent that it is probable that tax will become payable. The
full potential asset for deferred tax for which no provision has been made,
calculated using a 31% tax rate, is as follows:
1997
(pounds)m
UK accelerated tax depreciation (5.4)
Other timing differences (5.1)
---------
(10.5)
Less: Advance Corporation Tax written off and available
for relief against taxation on future income 27.9
---------
Total 17.4
=========
Subject to agreement with the relevant taxation authorities, the Group has tax
losses of (pounds)48.3 million potentially available for set-off against future
trading profits.
8.7 DIVIDENDS
Dividend paid per 1p ordinary share: nil (1996 10p ordinary share: nil; 1995 10p
ordinary share: nil).
The Company does not expect to be able to pay dividends on its ordinary shares
in the foreseeable future. The Company's ability to pay dividends is
significantly restricted by covenants in the New Indenture and New Bank Credit
Agreement (which restrict dividends to 25% of cumulative net profits and permit
such payments only if certain ratios are achieved) as well as the availability
of distributable reserves from which to pay dividends.
II-17
<PAGE>
8.8 EARNINGS/(LOSS) PER ORDINARY SHARE
Earnings/(loss) per ordinary share is calculated by dividing the profit/(loss)
attributable to ordinary shareholders by the weighted average number of ordinary
shares in issue during the year.
EARNINGS/(LOSS) PER ORDINARY SHARE ANALYSED BY CONTINUING AND DISCONTINUED
OPERATIONS
1997 1996 1995
(pounds)m (pounds)m (pounds)m
Profit/(loss) attributable to ordinary
shareholders
Continuing operations 6.6 (158.5) (26.3)
Discontinued operations (0.8) (22.5) (9.7)
--------- --------- ---------
5.8 (181.0) (36.0)
--------- --------- ---------
Weighted average number of ordinary shares
in issue 590.3m 110.7m 110.7m
Earnings/(loss) per ordinary share
Continuing operations 1.12p (143.2)p (23.7)p
Discontinued operations (0.14)p (20.3)p (8.8)p
--------- --------- ---------
0.98p (163.5)p (32.5)p
========= ========= =========
EARNINGS/(LOSS) PER ORDINARY SHARE ANALYSED BEFORE AND AFTER EXCEPTIONAL ITEMS
(pounds)m (pounds)m (pounds)m
Profit/(loss) attributable to ordinary
shareholders
Before exceptional items 5.8 (42.2) (1.3)
Exceptional items -- (138.8) (34.7)
--------- --------- ---------
5.8 (181.0) (36.0)
========= ========= =========
Weighted average number of ordinary shares
in issue 590.3m 110.7m 110.7m
Earnings/(loss) per ordinary share
Before exceptional items 0.98p (38.1)p (1.2)p
Exceptional items -- (125.4)p (31.3)p
--------- --------- ---------
0.98p (163.5)p (32.5)p
========= ========= =========
The earnings/(loss) per ordinary share before exceptional items is presented so
as to show more clearly the underlying performance of the Group.
Earnings per ordinary share on a fully diluted basis are not materially
different from the earnings per ordinary share shown above.
8.9 EMPLOYEES
1997 1996 1995
The average weekly number of employees of
the Group was:
Trailer 488 534 538
Central 38 42 42
--------- --------- ---------
Total continuing operations 526 576 580
Discontinued operations 26 27 30
--------- --------- ---------
552 603 610
========= ========= =========
II-18
<PAGE>
8.9 EMPLOYEES (CONTINUED)
1997 1996 1995
(pounds)m (pounds)m (pounds)m
The costs incurred in respect of these
employees were:
Wages and salaries 13.2 15.0 14.5
Social security costs 1.9 2.2 2.0
Other pension costs 0.3 0.3 0.3
--------- --------- ---------
Total continuing operations 15.4 17.5 16.8
Discontinued operations 0.1 1.0 1.1
--------- --------- ---------
15.5 18.5 17.9
========= ========= =========
8.10 DIRECTORS
The emoluments of the directors of the Company were as follows:
<TABLE>
<CAPTION>
Year ended 30 April 1997 Salary/ Ex Gratia
fees payment Bonus Benefits Pension Total
(pounds)'000 (pounds)'000 (pounds)'000 (pounds)'000 (pounds)'000 (pounds)'000
<S> <C> <C> <C> <C> <C> <C>
Executive
D. Howell 101 -- 50 10 15 176
Non-Executives
I.M. Clubb 138 -- -- 5 17 160
R.N. Hambro 30 -- -- -- -- 30
C.J.N. Ward 29 -- -- -- -- 29
B.K.R. Burns 8 -- -- -- -- 8
Former Directors
R.D. Raine 34 100 -- 2 4 140
J.K. Dick 13 -- -- -- -- 13
-------- -------- -------- -------- -------- --------
353 100 50 17 36 556
======== ======== ======== ======== ======== ========
</TABLE>
A bonus of (pounds)150,000, accrued in the year ended 30 April 1996, was paid to
Mr. Clubb after the successful completion of the Financial Restructuring.
DIRECTORS' INTERESTS IN THE ORDINARY SHARES OF THE COMPANY
1997
D. Howell --
I.M. Clubb --
R.N. Hambro 20,000
B.K.R. Burns --
C.J.N. Ward --
1996 SHARE OPTION SCHEME
The Company 1996 Employee Share Option Scheme was established in 1996 and
provides for the issue of shares to employees and to directors.
At 30 April 1997 Mr Howell holds options over 2,000,000 ordinary shares of the
Company. These options were granted on 19 December 1996 at an exercisable price
of 8 1/2p and can be exercised from 16 December 1999 until 18 December 2001. The
market price at the date of the option being granted was 8 1/2p.
This position has not changed since 30 April 1997.
II-19
<PAGE>
8.11 EMPLOYEE BENEFITS
a) PENSION COSTS
1997 1996 1995
(pounds)m (pounds)m (pounds)m
The pension charge for the year is made up
as follows:
Defined benefit scheme -- -- 0.1
Defined contribution schemes 0.3 0.3 0.3
--------- --------- ---------
0.3 0.3 0.4
========= ========= =========
From 1 August 1994, the Group established a Group Personal Pension Plan, a
defined contribution scheme, which is open to all UK employees.
Prior to this the Group operated a defined benefit scheme, which was closed to
new entrants from 30 April 1994, contributions ceasing on 31 July 1994. The
funds of this scheme are administered by trustees and are independent of the
Group's finances. The latest valuation, carried out by professionally qualified
actuaries using the discontinuance fund method of valuation was at 1 November
1994. The main actuarial assumption was that future investment returns would be
9%. The market value of the scheme assets was estimated at (pounds)5.2 million,
representing 108% of accrued benefits.
The Group does not provide any post retirement benefits other than pensions.
b) EMPLOYEE SHARE OWNERSHIP PLAN
In September 1996 the Company sold the shares in the Company, held by the
Employee Share Ownership Plan Trust realising proceeds of (pounds)0.4 million,
the shares having been previously written down to a value of (pounds)nil.
Following the completion of the Financial Restructuring the Employee Share
Ownership Plan Trust was cancelled and all outstanding options at that time
lapsed.
The assets, liabilities, income and costs of the ESOP had previously been
incorporated into the Financial Statements of the Company.
c) 1996 SHARE OPTION SCHEME
The 1996 Share Option Scheme was established in 1996. The scheme allows the
directors to grant options to employees. During the year 12,850,000 options were
granted.
II-20
<PAGE>
8.12 TANGIBLE FIXED ASSETS
Freehold &
Operating Advance leasehold Fixtures &
assets payments property equipment Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
COST
At 1 May 1996 563.2 29.2 15.5 16.6 624.5
Exchange movements (54.8) -- (1.3) (0.8) (56.9)
Additions 54.5 (5.5) -- 1.4 50.4
Written off (1.0) -- (0.2) (0.1) (1.3)
Transfers to current
assets as assets
held for sale (19.6) -- -- -- (19.6)
Disposals 123.8) -- (1.7) (0.9) (126.4)
Other movements (0.3) -- 0.8 (1.4) (0.9)
--------- --------- --------- --------- ---------
AT 30 APRIL 1997 418.2 23.7 13.1 14.8 469.8
========= ========= ========= ========= =========
DEPRECIATION
At 1 May 1996 261.8 -- 4.7 14.7 281.2
Exchange movements (23.9) -- (0.5) (0.6) (25.0)
Charge for the year 31.1 -- 0.7 1.0 32.8
Provision for
impairment in value 4.6 -- -- -- 4.6
Written back (0.6) -- (0.2) (1.3) (2.1)
Transfers to current
assets as assets
held for sale (15.6) -- -- -- (15.6)
Disposals (60.6) -- (0.3) (0.8) (61.7)
Other movements (0.9) -- 0.2 (0.8) (1.5)
--------- --------- --------- --------- ---------
AT 30 APRIL 1997 195.9 -- 4.6 12.2 212.7
--------- --------- --------- --------- ---------
NET BOOK AMOUNT
AT 30 APRIL 1997 222.3 23.7 8.5 2.6 257.1
========= ========= ========= ========= =========
At 30 April 1996 301.4 29.2 10.8 1.9 343.3
--------- --------- --------- --------- ---------
The net book amount of freehold and leasehold property comprises (pounds)6.0
million freehold property and (pounds)2.5 million short leasehold property.
The cost of operating assets includes (pounds)61.2 million and the depreciation
of operating assets includes (pounds)34.8 million in respect of assets on lease
or hire purchase. The depreciation charge in respect of these assets was
(pounds)4.7 million.
The cost of fixtures and equipment includes (pounds)0.8 million and the
depreciation of fixtures and equipment includes (pounds)0.8 million in respect
of assets on lease or hire purchase. The depreciation charge in respect of these
assets was (pounds)nil.
II-21
<PAGE>
8.12 TANGIBLE FIXED ASSETS (CONTINUED)
CAPITAL COMMITMENTS
The Group's minimum capital commitment obligation with Schmitz, which is
denominated in Deutschemarks, for each financial year is as follows:
Advance
Total payments Net
(pounds)m (pounds)m (pounds)m
Year ended 30 April 1998 45.7 13.0 32.7
Year ended 30 April 1999 45.7 13.0 32.7
Year ended 30 April 2000 71.8 20.4 51.4
--------- --------- ---------
163.2 46.4 116.8
--------- ---------
Advance payment to be utilised
over unspecified time period 2.0
Provision (24.7)
---------
23.7
=========
The relevant commitments for the year ended 30 April 1997 were exceeded.
AT 30 APRIL 1997 THE CONTRACTED CAPITAL COMMITMENTS WERE:
Group
1997
Contracted for, but not provided for (pounds)m
Schmitz 9.1
Other 4.3
---------
13.4
=========
8.13 ASSETS HELD FOR SALE
Group
1997
(pounds)m
Operating assets 6.0
Property 0.2
---------
6.2
=========
8.14 ESCROW AMOUNTS IN RESPECT OF THE SALE
OF CONTAINER OPERATIONS
Group
1997
(pounds)m
Cash receivable from Escrow account 0.5
=========
II-22
<PAGE>
8.15 PROCEEDS AND CASH COLLATERAL BANK ACCOUNTS
Group
1997
(pounds)m
Cash collateral bank accounts 2.9
=========
The cash collateral accounts secure letters of credit in respect of certain
finance obligations.
8.16 STOCKS
Group
1997
(pounds)m
Spares and consumables 0.8
=========
8.17 DEBTORS
Group
1997
(pounds)m
Trade debtors 21.5
Provision for bad and doubtful debts (5.1)
Other taxes recoverable 2.9
Other debtors 7.6
Prepayments and accrued income 1.5
---------
28.4
=========
The above analysis includes the following amounts falling due
after more than one year:
Other debtors 2.4
=========
8.18 BORROWINGS
Group
1997
(pounds)m
$238.5 million 9.5% Notes due 2003 (net of
issue costs of (pounds)2.0 million) 145.0
Bank term loan (due 2003)* 70.7
Finance leases 11.8
Hire purchase obligations 1.2
Other bank loans 6.0
Bank overdrafts 0.3
---------
TOTAL BORROWINGS 235.0
=========
* Interest rates are variable, based on agreed percentages over LIBOR.
Finance leases, hire purchase obligations and other bank loans include
(pounds)0.7 million in respect of the Banks. At 30 April 1997 (pounds)234.3
million of total borrowings was secured on assets of the Group.
II-23
<PAGE>
8.18 BORROWINGS (CONTINUED)
REPAYMENT ANALYSIS
Group
1997
(pounds)m
AMOUNTS REPAYABLE BY INSTALMENTS
DUE WITHIN ONE YEAR
Finance leases 7.1
Hire purchase obligations 1.2
Other bank loans 3.2
---------
11.5
=========
DUE WITHIN ONE TO TWO YEARS
Finance leases 2.7
Other bank loans 1.0
---------
3.7
=========
DUE IN TWO TO FIVE YEARS
Finance leases 1.9
Other bank loans 1.3
---------
3.2
=========
DUE AFTER MORE THAN FIVE YEARS
Other bank loans 0.6
---------
0.6
=========
AMOUNTS REPAYABLE OTHER THAN BY INSTALMENTS
DUE WITHIN ONE YEAR
Bank overdrafts 0.3
=========
Due in two to five years --
=========
DUE AFTER MORE THAN FIVE YEARS
New Notes 145.0
Bank loans 70.7
---------
215.7
=========
235.0
=========
The total of amounts repayable by instalments any part
of which falls due after five years 0.6
=========
NEW ARRANGEMENTS WITH THE GROUP'S BANKS
Under the New Credit Agreement the Banks provided the Group, at the 26 July
1996, with facilities comprising:
i) a term loan facility of (pounds)82.1 million;
ii) overdraft facilities of (pounds)10.0 million and DEM 4.5 million; and
iii) a forward foreign exchange facility of (pounds)40.0 million.
II-24
<PAGE>
8.18 BORROWINGS (CONTINUED)
The Group's liabilities under these facilities are supported by full cross
guarantees from the Company and substantially all of its UK subsidiaries other
than those that are dormant and Central Transport Rental Finance Corporation,
the issuer of the New Notes. In addition, the new facilities are secured by (i)
fixed charges over certain specific assets and floating charges over all other
assets of the Company and certain of its UK subsidiaries; (ii) share pledges of
all the share capital of the material subsidiaries not incorporated in the UK;
(iii) fixed charges over trailers purchased by non-UK subsidiaries with funds
made available from the new facilities; (iv) a security interest over the
intercompany notes given by the Company to Central Transport Rental Finance
Corporation, the issuer of the New Notes, in respect of the New Notes.
All amounts outstanding under the New Bank Facilities are repayable on 30 April
2003.
NEW NOTES
The New Notes, which are secured and guaranteed on the same basis as the New
Bank Facilities, bear interest at 9.5% and mature on 30 April 2003.
8.19 OTHER CREDITORS
Group
1997
(pounds)m
AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade creditors 5.1
Other creditors including taxation and social security 1.9
Accruals and deferred income 28.3
---------
35.3
=========
AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Accruals and deferred income 0.3
=========
8.20 PROVISIONS FOR LIABILITIES AND CHARGES
<TABLE>
<CAPTION>
Provision
for loss on
disposal of UK
Rail Property Restructuring Maintenance
Division provision provision provision Total
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C>
Group
At 1 May 1996 22.0 1.4 -- 4.0 27.4
Provided during the year -- -- 4.2 -- 4.2
Provisions utilised (22.0) (0.2) (1.2) (4.0) (27.4)
--------- --------- --------- --------- ---------
AT 30 APRIL 1997 -- 1.2 3.0 -- 4.2
========= ========= ========= ========= =========
</TABLE>
The maintenance provision was released on completion of the disposal of the
business and substantially all the assets of the Rail Division in June 1996.
II-25
<PAGE>
8.21 OPERATING LEASE OBLIGATIONS
The Group has the following annual commitments in respect of operating leases:
1997
---------------------
Land and
buildings Other
(pounds)m (pounds)m
Operating leases which expire:
Within one year 0.3 0.2
From two to five years 0.3 0.4
After five years 1.7 --
--------- ---------
2.3 0.6
========= =========
All leases of land and buildings are subject to rent reviews.
LEASED ASSETS AND COMMITMENTS
The Company and certain of its subsidiaries lease office space and other assets
for varying periods of time under non-cancellable operating leases. Generally
leases that expire are expected to be renewed or replaced by other leases. All
leases of land and buildings are subject to rent reviews.
8.22 CALLED UP SHARE CAPITAL
Allotted
and fully
Authorised paid
1997 1997
(pounds)m (pounds)m
Issued and fully paid ordinary shares of
1 pence (1996:10 pence) each 8.1 7.4
========= =========
At 30 April 1997, 738,100,720 ordinary shares of 1 pence each were in issue and
fully paid up.
The authorised share capital of the Company was increased from (pounds)18.4
million to (pounds)81.2 million on 18 June 1996, by the creation of 628,385,792
ordinary shares of 10 pence each. In accordance with the terms of the Financial
Restructuring 627,385,612 ordinary shares of 10 pence each were issued mostly to
the Banks and Noteholders in settlement of debt extinguished, and a small
proportion was issued to the public. The shares were issued at a premium of
(pounds)149.7 million, which has been credited to the share premium account. At
the date of agreeing the terms of the issue the market price of the shares was
11 pence.
On 31 July 1996 court approval was obtained allowing the nominal value of the
ordinary shares to be reduced from 10 pence to 1 penny.
Options outstanding at 30 April 1997 under the Company's Share Option Scheme and
the Company's Savings Related Share Option Scheme are set out below. No options
have been exercised since the year end.
II-26
<PAGE>
8.22 CALLED UP SHARE CAPITAL (CONTINUED)
1996 Share Option Scheme
<TABLE>
<CAPTION>
Date of Subscription
Grant Outstanding Outstanding Price - Pence
at 1.5.96 Granted Exercised Lapsed at 30.4.97 Exercise Period Per Share
<C> <C> <C> <C> <C> <C> <C> <C>
19.12.96 -- 3,100,000 -- -- 3,100,000 19.12.99-18.12.01 8.50p
19.12.96 -- 9,750,000 -- (1,250,000) 8,500,000 16.12.99-15.12.01 8.50p
----------- ----------- ----------- ----------- -----------
-- 12,850,000 -- (1,250,000) 11,600,000
=========== =========== =========== =========== ===========
SHARE OPTION SCHEME
14.01.88 3,315 -- -- (1,105) 2,210 14.01.91-13.01.98 298.61p
16.08.89 788 -- -- (788) -- 16.08.92-15.08.99 477.00p
16.08.89 462 -- -- (462) -- 16.08.94-15.08.99 477.00p
16.08.90 2,500 -- -- (2,500) -- 16.08.93-15.08.00 466.00p
07.08.91 5,000 -- -- (2,500) 2,500 07.08.94-06.08.01 506.00p
14.08.92 27,775 -- -- (21,166) 6,609 14.08.95-13.08.02 278.00p
28.07.93 185,539 -- -- (174,330) 11,209 28.07.96-27.07.03 245.00p
28.07.93 91,726 -- -- (91,726) -- 28.07.98-27.07.03 245.00p
28.07.93 38,880 -- -- (38,880) -- 28.07.98-27.07.00 245.00p
20.08.93 16,339 -- -- (11,436) 4,903 20.08.96-19.08.03 236.00p
20.08.93 105,000 -- -- (92,500) 12,500 20.08.98-19.08.03 236.00p
----------- ----------- ----------- ----------- -----------
477,324 -- -- (437,393) 39,931
=========== =========== =========== =========== ===========
SAVINGS RELATED SHARE OPTION SCHEME
14.01.91 7,423 -- -- (7,423) -- 01.05.96-31.10.96 298.00p
15.01.93 13,589 -- -- (10,658) 2,931 01.02.98-31.07.98 272.00p
15.01.93 6,874 -- -- (5,937) 937 01.02.00-31.07.00 272.00p
----------- ----------- ----------- ----------- -----------
27,886 -- -- (24,018) 3,868
=========== =========== =========== =========== ===========
</TABLE>
1992 EXECUTIVE SHARE OPTION SCHEME (GRANTED BY THE ESOP)
This scheme was cancelled on 26 July 1996
8.23 RESERVES
<TABLE>
<CAPTION>
Foreign
Capital exchange Total Share Profit Goodwill
redemption Capital fluctuation other premium and loss write off
reserve reserve reserve reserves account account reserve Total
GROUP (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AT 1 MAY 1996 3.5 74.3 -- 77.8 296.5 (476.0) (81.2) (182.9)
Exchange
adjustment
Investments -- -- -- -- -- (25.4) -- (25.4)
Hedging -- -- -- -- -- 14.3 -- 14.3
Share issue -- -- -- -- 149.7 -- -- 149.7
Capital reduction -- -- -- -- 66.4 -- -- 66.4
Reserve cancellation (3.5) -- -- (3.5) (447.2) 450.7 -- --
Transfer of
Goodwill on
disposal of the
Rail Division -- -- -- -- -- -- (2.4) (2.4)
Retained profit -- -- -- -- -- 5.8 -- 5.8
--------- --------- --------- --------- --------- --------- --------- ---------
AT 30 APRIL 1997 -- 74.3 -- 74.3 65.4 (30.6) (83.6) 25.5
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
The capital reserve comprises (pounds)74.3 million set aside under a capital
reorganisation in 1986 together with the premium on shares issued to acquire
Rentco International Limited in 1988 as specified by the merger relief
provisions of the Companies Act 1985.
II-27
<PAGE>
8.24 MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS
1997
(pounds)m
Equity shareholders' funds at 1 May 1996 (171.8)
---------
Shares issued 212.4
Transfer of goodwill on disposal of the Rail Division (2.4)
Profit attributable to ordinary shareholders 5.8
Exchange adjustment (11.1)
---------
Movement in the year 204.7
---------
Equity shareholders' funds at 30 April 1997 32.9
=========
8.25 RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET DEBT
<TABLE>
<CAPTION>
At 1 May Non-cash Exchange At 30 April
1996 Cashflow movements adjustments 1997
(pounds)m (pounds)m (pounds)m (pounds)m (pounds)m
<S> <C> <C> <C> <C> <C>
-----------
Cash at bank and in hand 14.8 (1.6) -- (1.4) 11.8
Overdraft (0.6) 0.3 -- -- (0.3)
-----------
-----------
US Notes (275.8) 112.0 (0.6) 19.4 (145.0)
Bank term loan (11.6) (67.0) -- 7.9 (70.7)
Bank revolving loan facility (151.1) 151.1 -- -- --
ESOP bank loan (3.3) 3.3 -- -- --
Finance lease, hire purchase
and other bank loans (65.0) 32.1 8.1 5.8 (19.0)
--------- ----------- --------- --------- ---------
Net debt (492.6) 230.2 7.5 31.7 (223.2)
========= ========= ========= ========= =========
</TABLE>
(Pounds)10.2 million of the (pounds)11.8 million cash at bank and in hand at 30
April 1997 was held in bank accounts charged in favour of the Banks under
security granted pursuant to the New Bank Facilities.
8.26 SALE OF RAIL DIVISION
(pounds)m (pounds)m
Agreed sales price 27.5
Amount utilised to settle certain finance lease
obligations relating to assets which were disposed (8.1)
Amount settled by transfer of recoverable debtor (1.2)
---------
Proceeds received 18.2
Fees incurred in sale of Rail Division (0.3)
---------
17.9
Net assets disposed of (38.9)
Transfer of goodwill on disposal 2.4
Lease termination fees (1.3) (37.8)
--------- ---------
Loss on disposal (19.9)
Provision made in prior year 22.0
---------
Excess provision written back in current year 2.1
=========
Substantially all the assets and certain liabilities of the Rail Division were
sold in June 1996 to a company in which the management of the Rail Division had
an interest.
II-28
<PAGE>
8.27 CONTINGENT LIABILITIES
Following an enquiry from and with the agreement of HM Customs & Excise in
August 1996, the Board of CTR commissioned an independent investigation and
report by its tax advisors into the circumstances surrounding a (pounds)6.3
million recovery of Value Added Tax ("VAT") in respect of a bad debt relief
claim made in the year 30 April 1994.
That investigation sought to clarify whether or not the Group had any liability
to repay part or all of the amount reclaimed. The detailed report was delivered
to HM Customs & Excise following completion of the investigation. Subsequently,
HM Customs & Excise issued an assessment for the amount of the original claim
together with interest due on that amount of (pounds)1.2 million until 19 March
1997.
The Board of CTR has received advice (including from leading Counsel) that the
assessment was raised more than three years after the prescribed VAT accounting
period in which the original bad debt relief claim was made. Should HM Customs &
Excise be able to prove that CTR acted fraudulently or dishonestly in making the
claim, then the three year period described above extends to twenty years. No
evidence of fraudulent or dishonest activity was uncovered during the extensive
investigation by the Group's tax advisors.
HM Customs & Excise have advised the Group that they intend to continue their
investigation separately from the full report, described above. The final
outcome of the continued investigation by HM Customs & Excise will not be known
for a number of months.
Costs to 30 April 1997 associated with the preparation of the original report
and the professional advice relating to this issue have been charged as
exceptional administrative expenses during the current financial year.
In view of the matters disclosed above, it has not been considered necessary to
raise any provision relating to the repayment of the original bad debt relief
claim, or any associated interest, during the current financial year.
Should repayment, together with associated interest, become necessary, penalties
and additional interest may also be payable.
8.28 PRINCIPAL SUBSIDIARY UNDERTAKINGS
During the year ended 30 April 1997, the Group's principal subsidiaries, all of
which are wholly owned, were as shown below. Shareholdings in companies marked
with an asterisk (*) are held directly by Central Transport Rental Group plc.
All subsidiaries are unlisted.
Country of incorporation
Subsidiary and operation Principal Activity
Central Trailer Rentco Limited England Trailer rental
Central Trailer Rentco N.V. Belgium Trailer rental
Central Trailer Rentco GmbH Germany Trailer rental
Central Trailer Rentco A/S Denmark Trailer rental
Central Trailer Rentco Limited Ireland Trailer rental
Central Trailer Rentco OY Finland Trailer rental
Central Trailer Rentco B.V. The Netherlands Trailer rental
Central Trailer Rentco S.A. France Trailer rental
Central Trailer Rentco AB Sweden Trailer rental
Tiphook Financial Services Limited England Treasury operations
Tiphook Properties Limited* England Property management
Central Transport Rental
Finance Corporation* U.S.A. Issuer of New Notes
II-29
<PAGE>
APPENDIX III
FINANCIAL AND OTHER INFORMATION ON GE CAPITAL AND GENERAL ELECTRIC COMPANY
1. NATURE OF BUSINESS OF GE CAPITAL
GE Capital, an indirect wholly owned subsidiary of General Electric
Company (not connected with the UK company of a similar name), is a
substantial diversified financial services company. GE Capital's
activities include equipment management, mid-market financing, specialised
financing, speciality insurance and consumer services.
One of GE Capital's equipment mangement businesses is TIP Europe, which is
engaged in commercial trailer rental, leasing and sales.
General Electric Company is a diversified manufacturing, technology and
services company with operations worldwide. In the year ended 31 December
1996, General Electric Company's consolidated revenues were $79 billion
and net earnings were $7 billion.
2. DIRECTORS AND EXECUTIVE OFFICERS OF GE CAPITAL AND GENERAL ELECTRIC
COMPANY
The name, citizenship and principal occupations or employments and
material occupations, positions, officers and employments during the past
five years, for the directors and executive officers of GE Capital and
General Electric Company are set out in the table below and the name,
principal business and address for any corporation and other organisation
in which such employment is carried on. Unless otherwise indicated,
positions have been held for the past five years. Directors are identified
by an asterisk and the year in which such person became a director is
indicated in parenthesis. The address of the corporation or other
organisation for which a listed individual's principal occupation is
conducted is set out at the first place at which the name of such
corporation or other organisation appears in this paragraph 2.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT (AND PRINCIPAL
NAME AND RESIDENCE BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
GE CAPITAL
Nigel D. T. Andrews* (1993) Executive Vice President, GE Capital
GE Capital (since 1993); Vice President and General
260 Long Ridge Road Manager, GE Plastics-Americas,
Stamford, CT 06927 Pittsfield, MA (1990-1993)
Nancy E. Barton* (1995) Senior Vice President, General Counsel
GE Capital and Secretary, GE Capital (since 1995);
Vice President and Senior Litigation
Counsel, GE Capital, Stamford, CT
(1991-1995)
James R. Bunt* (1992) Vice President and Comptroller, General
General Electric Company Electric Company (since 1992)
3135 Easton Turnpike
Fairfield, CT 06431
Dennis D. Dammerman* (1986) Senior Vice President, Finance, General
General Electric Company Electric Company (since 1984) and
Chairman and Chief Executive Officer,
Kidder, Peabody Group Inc., New York, NY
(1994-1995)
Paolo Fresco* (1992) Vice Chairman and Executive Officer,
General Electric Company General Electric Company (since 1992)
Benjamin W. Heineman, Jr.* (1987) Senior Vice President, General Counsel
General Electric Company and Secretary, General Electric Company
(since 1987)
III-1
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT (AND PRINCIPAL
NAME AND RESIDENCE BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
John H. Myers* (1997) Chairman and President, GE Investment
GE Investment Corporation Corporation (since 1997); Executive Vice
3003 Summer Street President, GE Investment Corporation,
Stamford, CT 06904 Stamford, CT (1986-1997)
Robert L. Nardelli* (1996) President and Chief Executive Officer,
GE Power Systems GE Power Systems (since 1995); President
One River Road and Chief Executive Officer, GE
Schenectady, NY 12345 Transportation Systems, Erie, PA
(1991-1995)
Denis J. Nayden* (1989) President and Chief Operating Officer,
GE Capital GE Capital (since 1994); Executive Vice
President, GE Capital (1989-1994)
Michael A. Neal* (1994) Executive Vice President, GE Capital
GE Capital (since 1994); Senior Vice President,
Commercial Equipment Financing, GE
Capital, Danbury, CT (1993-1994);
General Manager, Commercial Equipment
Financing, GE Capital, Danbury, CT
(1990-1993)
James A. Parke* (1993) Senior Vice President and Chief
GE Capital Financial Officer, GE Capital (since
1989)
John M. Samuels* (1988) Vice President and Senior Counsel,
General Electric Company Corporate Taxes, General Electric
Company (since 1988)
Edward D. Stewart* (1992) Executive Vice President, GE
GE Capital Capital(since 1992)
John F. Welch* (1986) Chairman of the Board and Chief
General Electric Company Executive Officer, General Electric
Company
Gary C. Wendt* (1986) Chairman and Chief Executive Officer, GE
GE Capital Capital (since 1986)
James A. Colica Senior Vice President and Manager,
GE Capital Global Risk Management, GE Capital
(since 1991)
Michael D. Fraizer Senior Vice President,
GE Capital Insurance/Investment Products, GE
777 Long Ridge Road Capital (since 1996); Vice President,
Stamford, CT 08927 Commercial Real Estate Financing and
Services, GE Capital (1991-1996)
Robert L. Lewis Senior Vice President and General
GE Capital Manager, Structured Finance Group, GE
1600 Summer Street Capital (since 1989)
Stamford, CT 06927
Todd S. Thomson Senior Vice President, Strategic
GE Capital Planning and Business Development, GE
Capital (since 1996); Managing Director,
Barents Group, Washington, D.C.
(1991-1996)
III-2
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT (AND PRINCIPAL
NAME AND RESIDENCE BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
Lawrence J. Toole Senior Vice President, Human Resources,
GE Capital GE Capital (since 1995); Vice President,
Human Resources, GE Capital (1990-1995)
Jeffrey S. Werner Senior Vice President, Corporation
GE Capital Treasury and Global Funding Operation,
201 High Ridge Road GE Capital (since 1992)
Stamford, CT 06927
GENERAL ELECTRIC COMPANY
D. Wayne Calloway* (1991) Retired Director and Chairman of the
PepsiCo, Inc. Board, and Chief Executive Officer,
700 Anderson Hill Road PepsiCo, Inc. (beverages, snack foods
Purchase, NY 10577 and restaurants)
Silas S. Cathcart* (1972-87 and 1990) Retired Chairman of the Board and Chief
Suite 103 Executive Officer, Illinois Tool Works,
222 Wisconsin Avenue Inc. (diversified products)
Lake Forest, IL 60045
Dennis D. Dammerman* (1994) (See above).
General Electric Company
Paolo Fresco* (1990) (See above).
General Electric Company
Claudio X. Gonzalez* (1993) Chairman of the Board and Chief
Kimberly-Clark de Mexico, S.A. de C.V. Executive Officer, Kimberly-Clark de
Jose Luis Lagrange 103, Mexico, S.A. de C.V. (consumer and paper
Tercero Piso products)
Colonia Los Morales
Mexico, D.F. 11510, Mexico
Gertrude G. Michelson* (1976) Former Senior Vice President External
Federated Department Stores Affairs and former Director, R. H. Macy
151 West 34th Street & Co., Inc. (retailers)
New York, NY 10001
Sam Nunn* (1997) Former U.S. Senator from the State of
King & Spalding Georgia and Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
John D. Opie* (1995) Vice Chairman of the Board and Executive
General Electric Company Officer, General Electric Company
Roger S. Penske* (1994) Chairman of the Board, Penske
Penske Corporation Corporation (transportation and
13400 Outer Drive automotive services)
West Detroit, MI 48239-4001
III-3
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT (AND PRINCIPAL
NAME AND RESIDENCE BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
Barbara S. Prieskel* (1982) Former Senior Vice President, Motion
Suite 3125 Picture Associations of America
60 East 42nd Street
New York, NY 10165
Frank H. T. Rhodes* (1984) President Emeritus, Cornell University
Cornell University
3104 Snee Building
Ithaca, NY 14853
Andrew C. Sigler* (1984) Retired Chairman of the Board and Chief
Champion International Corporation Executive Officer, Champion
1 Champion Plaza International Corporation (paper and
Stamford, CT 06921 forest products)
Douglas A. Warner, III* (1992) Chairman of the Board, Chief Executive
J. P. Morgan & Co., Incorporated and Officer and President, J.P. Morgan &
Morgan Guaranty Trust Company Co., Inc. and Morgan Guaranty Trust
60 Wall Street Company (since 1992)
New York, NY 10260
John F. Welch, Jr. (see above)
General Electric Company
Philip D. Ameen Vice President and Comptroller, General
General Electric Company Electric Company
James R. Bunt (see above)
General Electric Company
David L. Calhoun Vice President, GE Transportation
GE Transportation Systems Systems
2901 E. Lake Road
Erie, PA 19531
William J. Conaty Senior Vice President, Human Resources,
General Electric Company General Electric Company
David M. Cote Senior Vice President, GE Appliances
GE Appliances
Appliance Park
Louisville, KY 40225
Lewis S. Edelheit Senior Vice President, Research and
Research and Development Development, General Electric Company
General Electric Company (since November 1992); Manager,
Research Circle Electronic Systems Research Center, GE
Niskayuna, NY 12309 Corporate Research and Development
Laboratory (1991-1992)
III-4
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT (AND PRINCIPAL
NAME AND RESIDENCE BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
Benjamin W. Heineman, Jr. (see above)
General Electric Company
Jeffrey R. Immelt Senior Vice President, GE Medical
GE Medical Systems Systems (since January 1997)
3000 N.Grandview Blvd.
Waukusha, WI 53188
William J. Lansing Vice President, Business Development,
General Electric Company General Electric Company (since October
1996); Chief Operating Officer, Prodigy,
Inc. (1996); McKinsey & Company
(1987-1996)
W. James McNerney, Jr. Senior Vice President, GE Lighting
GE Lighting (since January 1992)
1975 Noble Road
East Cleveland,
OH 44112
Eugene F. Murphy Senior Vice President, GE Aircraft
GE Aircraft Engines Engines (since October 1986)
1 Neuman Way
Cincinatti, OH 45215
Robert L. Nardelli (see above)
GE Power Systems
Robert W. Nelson Vice President, Financial Planning and
General Electric Company Analysis, General Electric Company
(since September 1991)
Gary M. Reiner Senior Vice President, Chief Information
General Electric Company Officer, General Electric Company (since
January 1991)
Gary L. Rogers Senior Vice President, GE Plastics
GE Plastics (since December 1989)
1 Plastics Avenue
Pittsfield, MA 01201
James W. Rogers Vice President, GE Motors and Industrial
GE Motors and Industrial Systems Systems (since May 1991)
1635 Broadway,
Fort Wayne, IN 46802
Lloyd G. Trotter Vice President, GE Electrical
GE Electrical Distribution Distribution and Control 92 (since
and Control 92 November 1992)
41 Woodford Avenue
Plainville, CT 06062
All the above persons are citizens of the US with the exception of Nigel Andrews
who is a British Citizen and Paolo Fresco who is an Italian citizen.
III-5
<PAGE>
3. PRINCIPAL OFFICES
The principal executive offices of GE Capital are located at 260 Long
Ridge Road, Stamford, Connecticut 06927, USA.
The principal executive offices of General Electric Company are located at
3135 Easton Turnpike, Fairfield, Connecticut 06431, USA.
4. FINANCIAL STATEMENTS
The financial information for the three years ended 31 December 1996
relating to GE Capital contained in this section of the document has been
extracted from the published audited financial statements of GE Capital
for each of these years. The financial information for the three months
ended 30 March 1996 and 29 March 1997 has been extracted from the
unaudited published financial statements of GE Capital for those periods.
GE Capital's accounting policies conform to US GAAP. Additional financial
and other information for GE Capital can be obtained from GE Capital's
reports filed pursuant to the Exchange Act. The information contained
herein is qualified in its entirety by reference to GE Capital's Annual
Report of Form 10-K for the year ended 31 December 1996 and GE Capital's
Quarterly Report on Form 10-Q for the quarter ended 29 March 1997. GE
Capital's reports can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the SEC: 7
World Trade Center, Suite 1300, New York, NY 10048; and 500 West Madison
Street, Suite 1400, Chicago, IL 60661. Copies of such material can also be
obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
such material may be inspected and copied at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. Copies of such
material can also be obtained by writing to Office of the Comptroller, GE
Capital, 260 Long Ridge Road, Stamford, Connecticut 06927, USA where such
information can be obtained.
III-6
<PAGE>
(i) Statement of Current and Retained Earnings
For the years ended 31 December
1994 1995 1996
(In millions)
EARNED INCOME
Time sales, loan and other income (Note 14) $ 7,681 $ 10,473 $ 13,231
Operating lease rentals (Note 6) 3,802 4,079 4,341
Financing leases (Note 14) 2,539 3,176 3,485
Investment income 1,527 1,631 2,377
Premium and commission income of
insurance affiliates (Note 11) 1,374 1,820 3,136
-------- -------- --------
Total earned income 16,923 21,179 26,570
======== ======== ========
EXPENSES
Interest (Note 10) 4,414 6,455 7,042
Operating and administrative (Note 15) 5,349 6,162 9,285
Insurance losses and policyholder and
annuity benefits (Note 11) 1,707 2,031 3,183
Provision for losses on financing
receivables (Note 4) 873 1,117 1,033
Depreciation and amortization of buildings
and equipment and equipment on operating
leases (Notes 6 & 7) 1,657 2,001 2,137
Minority interest in net earnings of
consolidated affiliates 109 81 86
-------- -------- --------
Total expenses 14,109 17,847 22,766
-------- -------- --------
Earnings before income taxes 2,814 3,332 3,804
Provision for income taxes (Note 16) (896) (1,071) (1,172)
-------- -------- --------
NET EARNINGS 1,918 2,261 2,632
Dividends paid (Note 13) (605) (1,645) (891)
Retained earnings at 1 January 7,008 8,321 8,937
-------- -------- --------
RETAINED EARNINGS AT 31 DECEMBER $ 8,321 $ 8,937 $ 10,678
======== ======== ========
See Notes to Consolidated Financial Statements.
III-7
<PAGE>
(ii) Statement of Financial Position
At 31 December
1995 1996
(In millions)
ASSETS
Cash and equivalents $ 1,316 $ 3,074
Investment securities (Note 2) 26,991 44,340
Financing receivables (Note 3):
Time sales and loans, net of deferred income 59,591 62,832
Investment in financing leases, net of
deferred income 36,200 39,575
--------- ---------
95,791 102,407
Allowance for losses on financing receivables (Note 4) (2,519) (2,693)
--------- ---------
Financing receivables -- net 93,272 99,714
Other receivables -- net (Note 5) 6,408 8,456
Equipment on operating leases (at cost),
less accumulated amortization of $4,670 in
1995 and $5,625 in 1996 (Note 6) 13,793 16,134
Buildings and equipment (at cost), less
accumulated depreciation of $915 in 1995
and $1,188 in 1996 (Note 7) 1,478 1,647
Intangible assets (Note 8) 3,996 7,594
Other assets (Note 9) 13,571 19,857
--------- ---------
Total assets $ 160,825 $ 200,816
========= =========
LIABILITIES AND EQUITY
Short-term borrowings (Note 10) $ 59,264 $ 74,971
Long-term borrowings (Note 10) 48,491 46,821
--------- ---------
Total borrowings 107,755 121,792
Accounts payable 4,560 5,618
Insurance liabilities, reserves and annuity
benefits (Note 11) 22,401 43,263
Other liabilities 4,312 6,466
Deferred income taxes (Note 16) 6,892 7,472
--------- ---------
Total liabilities 145,920 184,611
--------- ---------
Minority interest in equity of consolidated
affiliates (Note 12) 703 679
--------- ---------
Variable cumulative preferred stock, $100 par value,
liquidation preference $100,000 per share (23,000
shares authorized and 18,000 shares outstanding at
31 December 1996 and 18,000 shares authorized and
outstanding at 31 December 1995) 2 2
Common stock, $200 par value (3,866,000 shares
authorized and 3,837,825 shares outstanding at
31 December 1996 and 31 December 1995) 768 768
Additional paid-in capital 4,022 4,024
Retained earnings 8,937 10,678
Unrealized gains on investment securities 543 149
Foreign currency translation adjustments (70) (95)
--------- ---------
Total equity (Note 13) 14,202 15,526
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 160,825 $ 200,816
========= =========
See Notes to Consolidated Financial Statements.
III-8
<PAGE>
(iii) Statement of Cash Flows
For the years ended 31 December
1994 1995 1996
(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 1,918 $ 2,261 $ 2,632
Adjustments to reconcile net earnings to cash
provided from operating activities:
Provision for losses on financing receivables 873 1,117 1,033
Increase in insurance liabilities, reserves
and annuity benefits 542 1,006 1,373
Increase in deferred income taxes 721 653 1,025
Depreciation and amortization of buildings and
equipment and equipment on operating leases 1,657 2,001 2,137
Increase (decrease) in accounts payable (656) 720 422
Other -- net 135 357 795
-------- -------- --------
Cash provided from operating activities 5,190 8,115 9,417
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in financing receivables (Note 20) (9,525) (11,309) (2,278)
Buildings and equipment and equipment on
operating leases
-- additions (5,734) (4,628) (5,348)
-- dispositions 2,417 1,495 1,326
Payments for principal businesses purchased,
net of cash acquired (2,144) (4,600) (4,385)
All other investing activities (Note 20) 1,544 (2,617) (5,405)
-------- -------- --------
Cash used for investing activities (13,442) (21,659) (16,090)
-------- -------- --------
CASH PROVIDED FROM (USED FOR) FLOWS FINANCING
ACTIVITIES
Net change in borrowings (maturities 90 days
or less) (2,429) (5,547) 10,996
Newly issued debt (maturities longer than
90 days) (Note 20) 22,473 36,480 22,345
Repayments and other reductions (maturities
longer than 90 days) (Note 20) (11,699) (17,045) (24,056)
Dividends paid (595) (961) (891)
Issuance of preferred stock in excess of
par value -- 924 --
Issuance of variable cumulative preferred
stock by consolidated affiliate 240 120 125
All other financing activities (Note 20) (75) 177 (88)
-------- -------- --------
Cash from financing activities 7,915 14,148 8,431
-------- -------- --------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
DURING THE YEAR (337) 604 1,758
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 1,049 712 1,316
-------- -------- --------
CASH AND EQUIVALENTS AT END OF YEAR $ 712 $ 1,316 $ 3,074
======== ======== ========
See Notes to Consolidated Financial Statements.
III-9
<PAGE>
(iv) Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation -- The consolidated financial statements represent the adding
together of General Electric Capital Corporation ("the Parent") and all of its
majority-owned and controlled affiliates ("consolidated affiliates"),
(collectively called "the Corporation"). All outstanding common stock of the
Parent is owned by General Electric Capital Services, Inc. ("GE Capital
Services"), all of whose common stock is owned by General Electric Company ("GE
Company"). All significant transactions among the Parent and consolidated
affiliates have been eliminated. Other affiliates, generally companies in which
the Corporation owns 20 to 50 per cent. of the voting rights ("non-consolidated
affiliates"), are included in other assets and valued at the appropriate share
of equity plus loans and advances. Certain prior period data have been
reclassified to conform to the current year presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts and related disclosures. Actual results could differ
from those estimates.
CASH AND EQUIVALENTS -- Certificates and other time deposits are treated as cash
equivalents.
METHODS OF RECORDING EARNED INCOME -- Income on all loans is recognized on the
interest method. Accrual of interest income is suspended at the earlier of the
time at which collection of an account becomes doubtful or the account becomes
90 days delinquent. Interest income on impaired loans is recognized either as
cash is collected or on a cost recovery basis as conditions warrant.
Financing lease income is recorded on the interest method so as to produce a
level yield on funds not yet recovered. Estimated unguaranteed residual values
of leased assets are based primarily on periodic independent appraisals of the
values of leased assets remaining at expiration of the lease terms.
Operating lease income is recognized on a straight-line basis over the terms of
the underlying leases.
Origination, commitment and other nonrefundable fees related to fundings are
deferred and recorded in earned income on the interest method. Commitment fees
related to loans not expected to be funded and line-of-credit fees are deferred
and recorded in earned income on a straight-line basis over the period to which
the fees relate. Syndication fees are recorded in earned income at the time
related services are performed unless significant contingencies exist.
Premium income from insurance activities is discussed under insurance accounting
policies.
ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES AND INVESTMENTS -- The Corporation
maintains an allowance for losses on financing receivables at an amount that it
believes is sufficient to provide adequate protection against future losses in
the portfolio.
When collateral is repossessed in satisfaction of a loan, the receivable is
written down against the allowance for losses to estimated fair value less costs
to sell, transferred to other assets and subsequently carried at the lower of
cost or estimated fair value less costs to sell. This accounting method has been
employed principally for specialized financing transactions.
INVESTMENT SECURITIES -- The Corporation has designated its investments in debt
securities and marketable equity securities as available for sale. Those
securities are reported at fair value, with net unrealized gains and losses
included in equity, net of applicable taxes. Unrealized losses that are other
than temporary are recognized in earnings. Realized gains and losses on
investments are determined using the specific identification method.
EQUIPMENT ON OPERATING LEASES -- Equipment is amortized, principally on a
straight-line basis, to estimated net salvage value over the lease term or the
estimated economic life of the equipment.
BUILDINGS AND EQUIPMENT -- Depreciation is recorded on either a sum-of-the-years
digits formula or a straight-line basis over the lives of the assets.
INTANGIBLE ASSETS -- Goodwill is amortized over its estimated period of benefit
on a straight-line basis; other intangible assets are amortized on appropriate
bases over their estimated lives. No amortization period exceeds thirty years.
Goodwill in excess of associated expected operating cash flows is considered to
be impaired and is written down to fair value.
III-10
<PAGE>
INTEREST RATE AND CURRENCY RISK MANAGEMENT -- As a matter of policy, the
Corporation does not engage in derivatives trading, market-making or other
speculative activities. The Corporation uses swaps primarily to optimize funding
costs. To a lesser degree, and in combination with options and limit contracts,
the Corporation uses swaps to stabilize cash flows from mortgage-related assets.
Interest rate and currency swaps that modify borrowings or designated assets,
including swaps associated with forecasted commercial paper renewals, are
accounted for on an accrual basis. The Corporation requires all other swaps, as
well as futures, options and forwards, to be designated and accounted for as
hedges of specific assets, liabilities or committed transactions; resulting
payments and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.
Instruments used as hedges must be effective at reducing the risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in market values of hedge
instruments must be highly correlated with changes in market values of
underlying hedged items, both at inception of the hedge and over the life of the
hedge contract. Any instrument designated but ineffective as a hedge is marked
to market and recognized in operations immediately.
INSURANCE ACCOUNTING POLICIES -- Accounting policies for insurance businesses
are as follows.
PREMIUM INCOME. Insurance premiums are reported as earned income as follows:
o For property and casualty and accident and health risks contracts
(including financial guaranty insurance), premiums are reported as earned
income, generally on a pro rata basis, over the terms of related insurance
policies or reinsurance treaties.
o For retrospectively rated reinsurance contracts, premium adjustments are
recorded based on estimated losses and loss expenses, taking into
consideration both case and incurred-but-not-reported reserves.
o For term and whole life contracts, premiums are reported as earned income
when due under terms of the respective policies.
o For annuity and investment contracts -- contracts that do not have
significant mortality or morbidity risk -- premiums are not reported as
revenues, but as liabilities (included in "Insurance liabilities, reserves
and annuity benefits") and are adjusted according to terms of the
respective policies.
DEFERRED POLICY ACQUISITION COSTS. Costs that vary with and are primarily
related to the acquisition of new and renewal insurance and investment contracts
are deferred and amortized systematically over the respective policy terms.
o For property and casualty and accident and health risks (including
financial guaranty insurance), these costs are amortized pro rata over the
contract periods in which the related premiums are earned.
o For term and whole life contracts, these costs are amortized over the
respective contract periods in proportion to either anticipated premium
income or gross profit, as appropriate.
o For annuity and investment contracts, these costs are amortized on the
basis of anticipated gross profits.
Periodically, deferred policy acquisition costs are reviewed for recoverability;
anticipated investment income is considered in making recoverability
evaluations.
PRESENT VALUE OF FUTURE PROFITS. The actuarially determined present value of
anticipated net cash flows to be realized from insurance, annuity and investment
contracts in force at the date of acquisition of life insurance enterprises is
recorded as the present value of future profits ("PVFP"). Amortization of PVFP
is based on gross profit projections from the underlying contracts, adjusted to
reflect actual experience and any impairment.
III-11
<PAGE>
NOTE 2. INVESTMENT SECURITIES
A summary of investment securities follows:
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
(In millions)
31 DECEMBER 1996
Debt securities
U.S. corporate $21,093 $ 294 $ (637) $20,750
State and municipal 4,366 120 (26) 4,460
Mortgage-backed 9,139 240 (100) 9,279
Corporate -- non-U.S 3,140 53 (11) 3,182
Government -- non-U.S 779 5 (1) 783
U.S. government and federal agency 1,824 31 (5) 1,850
Equity securities 3,728 325 (17) 4,036
------- ------- -------- -------
$44,069 $ 1,068 $ (797) $44,340
======= ======= ======== =======
31 DECEMBER 1995
Debt securities
U.S. corporate $11,470 $ 447 $ (62) $11,855
State and municipal 3,781 196 (6) 3,971
Mortgage-backed 4,824 221 (63) 4,982
Corporate -- non-U.S 1,104 26 (21) 1,109
Government -- non-U.S 385 13 -- 398
U.S. government and federal agency 1,282 63 (3) 1,342
Equity securities 3,090 257 (13) 3,334
------- ------- -------- -------
$25,936 $ 1,223 $ (168) $26,991
======= ======= ======== =======
The majority of mortgage-backed securities shown in the table above are
collateralized by U.S. residential mortgages. Mortgage-backed securities are
subject to prepayment risk, which affects yield but does not impair recovery of
principal.
At 31 December 1996, contractual maturities of debt securities, other than
mortgage-backed securities, were as follows:
Amortized Estimated
cost fair value
(In millions)
Due in:
1997 $ 1,509 $ 1,514
1998 -- 2001 6,961 6,416
2002 -- 2006 7,504 7,656
2007 and later 15,228 15,439
It is expected that actual maturities will differ from contractual maturities
because borrowers have the right to call or prepay certain obligations,
sometimes without call or prepayment penalties. Proceeds from sales of
investment securities in 1996 were $5,375 million ($6,225 million in 1995 and
$3,100 million in 1994). Gross realized gains were $321 million in 1996 ($241
million in 1995 and $143 million in 1994). Gross realized losses were $96
million in 1996 ($86 million in 1995 and $68 million in 1994).
III-12
<PAGE>
NOTE 3. FINANCING RECEIVABLES
Financing receivables at 31 December 1996 and 1995 are shown below.
1995 1996
(In millions)
Time sales and loans:
Consumer Services $33,430 $40,479
Specialized Financing 18,230 14,584
Mid-Market Financing 8,795 9,914
Equipment Management 1,371 760
Specialty Insurance 189 339
------- -------
62,015 66,076
Deferred income (2,424) (3,244)
------- -------
Time sales and loans -- net of deferred income 59,591 62,832
Investment in financing leases:
Direct financing leases 33,291 36,576
Leveraged leases 2,909 2,999
------- -------
Investment in financing leases 36,200 39,575
------- -------
95,791 102,407
Less allowance for losses (Note 4) (2,519) (2,693)
------- -------
$93,272 $99,714
======= =======
Time sales and loans represent transactions in a variety of forms, including
time sales, revolving charge and credit, mortgages, installment loans,
intermediate-term loans and revolving loans secured by business assets. The
portfolio includes time sales and loans carried at the principal amount on which
finance charges are billed periodically, and time sales and loans carried at
gross book value, which includes finance charges. At year-end 1996 and 1995,
specialized financing and consumer services loans included $12,075 million and
$13,405 million, respectively, for commercial real estate loans. Note 6 contains
information on commercial airline loans and leases.
At 31 December 1996, contractual maturities for time sales and loans were
$28,128 million in 1997; $12,504 million in 1998; $7,255 million in 1999; $5,279
million in 2000; $3,743 million in 2001 and $9,167 million thereafter
- -aggregating $66,076 million. Experience has shown that a substantial portion of
receivables will be paid prior to contractual maturity. Accordingly, the
maturities of time sales and loans are not to be regarded as forecasts of future
cash collections.
Investment in financing leases consists of direct financing and leveraged leases
of aircraft, railroad rolling stock, automobiles and other transportation
equipment, data processing equipment, medical equipment, as well as other
manufacturing, power generation, mining and commercial equipment and facilities.
As the sole owner of assets under direct financing leases and as the equity
participant in leveraged leases, the Corporation is taxed on total lease
payments received and is entitled to tax deductions based on the cost of leased
assets and tax deductions for interest paid to third-party participants. The
Corporation generally is entitled to any residual value of leased assets.
Investments in direct financing and leveraged leases represents unpaid rentals
and estimated unguaranteed residual values of leased equipment, less related
deferred income. The Corporation has no general obligation for principal and
interest on notes and other instruments representing third-party participation
related to leveraged leases; such notes and other instruments have not been
included in liabilities but have been offset against the related rentals
receivable. The Corporation's share of rentals receivable on leveraged leases is
subordinate to the share of other participants who also have security interests
in the leased equipment.
III-13
<PAGE>
The Corporation's net investment in financing leases at 31 December 1996 and
1995 is shown below.
<TABLE>
<CAPTION>
Total financing leases Direct financing leases Leveraged leases
1995 1996 1995 1996 1995 1996
(In millions)
<S> <C> <C> <C> <C> <C> <C>
Total minimum lease payments
receivable $ 50,059 $ 54,009 $ 37,434 $ 40,555 $ 12,625 $ 13,454
Less principal and interest on
third-party nonrecourse debt (9,329) (10,213) -- -- (9,329) (10,213)
Net rentals receivable 40,730 43,796 37,434 40,555 3,296 3,241
Estimated unguaranteed residual
value of leased assets 5,768 6,248 4,630 4,906 1,138 1,342
Less deferred income (10,298) (10,469) (8,773) (8,885) (1,525) (1,584)
Investment in financing leases 36,200 39,575 33,291 36,576 2,909 2,999
Less: Allowance for losses (745) (720) (669) (641) (76) (79)
Deferred taxes arising from
financing leases (6,243) (7,488) (3,215) (4,077) (3,028) (3,411)
-------- -------- -------- -------- -------- --------
Net investment in financing
leases $ 29,212 $ 31,367 $ 29,407 $ 31,858 $ (195) $ (491)
======== ======== ======== ======== ======== ========
</TABLE>
At 31 December 1996, contractual maturities for rentals receivable under
financing leases were $12,890 million in 1997; $9,759 million in 1998; $6,716
million in 1999; $3,616 million in 2000; $2,071 million in 2001 and $8,744
million thereafter -- aggregating $43,796 million. As with time sales and loans,
experience has shown that a portion of receivables will be paid prior to
contractual maturity and these amounts should not be regarded as forecasts of
future cash flows.
In connection with the sales of financing receivables with recourse, the
Corporation received proceeds of $4,026 million in 1996, $2,139 million in 1995
and $1,239 million in 1994. The Corporation's exposure under such recourse
provisions is included in "credit and liquidity support -- securitizations" in
note 21.
Nonearning consumer receivables, primarily private-label credit card
receivables, amounted to $926 million and $671 million at 31 December 1996 and
1995, respectively. A majority of these receivables were subject to various
losssharing arrangements that provide full or partial recourse to the
originating private-label entity. Nonearning and reduced-earning receivables
other than consumer receivables were $471 million and $464 million at year-end
1996 and 1995, respectively.
"Impaired" loans are defined by generally accepted accounting principles as
loans for which it is probable that the lender will be unable to collect all
amounts due according to original contractual terms of the loan agreement. That
definition excludes, among other things, leases or large groups of
smaller-balance homogenous loans, and therefore applies principally to the
Corporation's commercial loans.
Under these principles, the Corporation has two types of "impaired" loans as of
31 December 1996 and 1995: loans requiring allowances for losses ($583 million
and $647 million, respectively) and loans expected to be fully recoverable
because the carrying amount has been reduced previously through charge-offs or
deferral of income recognition ($187 million and $220 million, respectively);
allowances for losses on these loans were $222 million and $285 million,
respectively. Average investment in these loans during 1996 and 1995 was $842
million and $1,037 million, respectively, before allowance for losses; interest
income earned, principally on the cash basis, while they were considered
impaired was $30 million and $49 million in 1996 and 1995, respectively.
NOTE 4. ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES
The allowance for losses on small-balance receivables is determined principally
on the basis of actual experience during the preceding three years. Further
allowances are provided to reflect management's judgment of additional loss
potential. For other receivables, principally the larger loans and leases, the
allowance for losses is determined primarily on the basis of management's
judgment of the net loss potential, including specific allowances for known
troubled accounts. The table below shows the activity in the allowance for
losses on financing receivables during each of the past three years.
III-14
<PAGE>
1994 1995 1996
(In millions)
Balance at 1 January $1,730 $2,062 $2,519
Provisions charged to operations 873 1,117 1,033
Net transfers related to companies acquired or sold 199 217 139
Amounts written off -- net (740) (877) (998)
------ ------ ------
Balance at 31 December $2,062 $2,519 $2,693
====== ====== ======
All accounts or portions thereof deemed to be uncollectible or to require an
excessive collection cost are written off to the allowance for losses.
Small-balance accounts generally are written off when 6 to 12 months delinquent,
although any balance judged to be uncollectible, such as an account in
bankruptcy, is written down immediately to estimated realizable value.
Large-balance accounts are reviewed at least quarterly, and those accounts with
amounts that are judged to be uncollectible are written down to estimated
realizable value.
NOTE 5. OTHER RECEIVABLES
This account includes reinsurance recoverables of $1,691 million and $1,808
million at year-end 1996 and 1995, respectively. Also included are amounts for
accrued investment income, trade receivables, operating lease receivables,
insurance policy loans and a variety of sundry items.
NOTE 6. EQUIPMENT ON OPERATING LEASES
Equipment on operating leases by type of equipment and accumulated amortization
at 31 December 1996 and 1995 are shown below.
1995 1996
(In millions)
Original cost
Vehicles $ 4,948 $ 6,789
Aircraft 5,682 6,647
Marine shipping containers 3,253 3,053
Railroad rolling stock 1,811 2,093
Other 2,769 3,177
18,463 21,759
Accumulated amortization (4,670) (5,625)
------- -------
$13,793 $16,134
======= =======
Amortization of equipment on operating leases was $1,848 million, $1,702 million
and $1,435 million in 1996, 1995 and 1994, respectively. Noncancellable future
rentals due from customers for equipment on operating leases at year-end 1996
totaled $9,093 million and are due as follows: $2,908 million in 1997; $1,923
million in 1998; $1,128 million in 1999; $686 million in 2000; $446 million in
2001 and $2,002 million thereafter.
The Corporation acts as a lender and lessor to the commercial airline industry.
At 31 December 1996 and 1995, the balance of such loans, leases and equipment
leased to others was $8,240 million and $8,337 million, respectively. In
addition, at 31 December 1996, the Corporation had issued financial guarantees
and funding commitments of $221 million ($409 million at year-end 1995) and had
placed multiyear orders for various Boeing and Airbus aircraft with list prices
of approximately $6.5 billion. Included in the Corporation's equipment leased to
others at year-end 1996 was $190 million, net, of commercial aircraft off-lease
($101 million at the end of 1995).
Statement of Financial Accounting Standards ("SFAS") No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
specifies circumstances in which certain long-lived assets must be reviewed for
impairment. If such review indicates that the carrying amount of an asset
III-15
<PAGE>
exceeds the sum of its expected future cash flows, the asset's carrying value
must be written down to fair value. Adoption of this standard on 1 January 1996,
did not have a material effect on the financial position or results of
operations of the Corporation.
NOTE 7. BUILDINGS AND EQUIPMENT
Buildings and equipment include office buildings, satellite communications
equipment, data processing equipment, vehicles, furniture and office equipment.
Depreciation expense was $289 million in 1996, $299 million in 1995 and $222
million in 1994.
NOTE 8. INTANGIBLE ASSETS
Intangible assets at 31 December 1996 and 1995 are shown in the table below.
1995 1996
(In millions)
Goodwill $3,218 $5,031
Present value of future profits (PVFP) 452 2,271
Other intangibles 326 292
------ ------
$3,996 $7,594
====== ======
The Corporation's intangible assets are shown net of accumulated amortization of
$1,518 million at 31 December 1996 and $948 million at 31 December 1995.
The year-end 1996 PVFP balance includes $1,880 million related to life insurance
enterprises acquired during 1996. PVFP amortization, which is on an accelerated
basis and net of interest, is projected to range from 11 per cent. to 9 per
cent. of the year-end 1996 unamortized balance for each of the next five years.
NOTE 9. OTHER ASSETS
Other assets at 31 December 1996 and 1995 are shown in the table below.
1995 1996
(In millions)
Investments
Assets acquired for resale $ 3,558 $ 2,993
Investments in and advances to nonconsolidated affiliates 3,366 4,841
Real estate ventures 2,004 2,469
Other 789 1,022
------- -------
9,717 11,325
Separate accounts -- 3,447
Mortgage servicing rights 1,688 1,663
Deferred insurance acquisition costs 595 940
Other 1,571 2,482
------- -------
$13,571 $19,857
======= =======
Separate accounts represent investments controlled by policyholders and are
associated with identical amounts reported as insurance liabilities in note 11.
SFAS No. 122, Accounting for Mortgage Servicing Rights, requires that
capitalized rights to service mortgage loans be assessed for impairment by
individual risk stratum by comparing each stratum's carrying amount with its
fair value. Impairment, if any, is recognized as a charge to earnings. Adoption
of this standard on 1 January 1996, did not have a material effect on the
financial position or results of operations of the Corporation.
III-16
<PAGE>
NOTE 10. BORROWINGS
Total short-term borrowings at 31 December 1996 and 1995 consisted of the
following:
1995 1996
Average Average
Amount rate Amount rate
(Dollars in millions)
Commercial paper -- U.S. $34,513 5.83% $47,511 5.68%
Commercial paper -- non-U.S. 3,796 6.33 3,737 4.30
Current portion of long-term debt 15,719 6.51(a) 16,471 6.17(a)
Other 5,236 7,252
------- -------
$59,264 $74,971
======= =======
Total long-term borrowings at 31 December 1996 and 1995 were as follows:
1996
average
rate (a) Maturities 1995 1996
(Dollars in millions)
Senior notes 6.16% 1998-2055 $47,794 $46,124
Subordinated notes (b) 8.04 2006-2012 697 697
------- -------
$48,491 $46,821
======= =======
(a) Includes the effects of associated interest rate and currency swaps.
(b) Guaranteed by GE Company.
Borrowings of the Corporation are addressed below from two perspectives --
liquidity and interest rate management. Additional information about borrowings
and associated swaps can be found in note 21.
LIQUIDITY requirements of the Corporation are principally met through credit
markets. Maturities of long-term borrowings, including the current portion of
long-term debt, at 31 December 1996 were $16,471 million in 1997; $14,414
million in 1998; $7,986 million in 1999; $5,433 million in 2000 and $3,773
million in 2001.
At 31 December 1996, the Corporation had committed lines of credit aggregating
$20.4 billion with 118 banks, including $11.2 billion of revolving credit
agreements pursuant to which it has the right to borrow funds for periods
exceeding one year. A total of $2.7 billion and $1.7 billion of these credit
lines were also available for use by GE Capital Services and GE Company,
respectively. In addition, at 31 December 1996, approximately $116 million of
committed lines of credit were directly available to a non-U.S. affiliate of the
Corporation. Also, at 31 December 1996, substantially all of the approximately
$3.6 billion of GE Company's credit lines were available for use by the
Corporation or GE Capital Services. During 1996, neither the Corporation, GE
Capital Services nor GE Company borrowed under any of these credit lines. The
Corporation compensates banks for credit facilities in the form of fees which
were insignificant in each of the past three years.
INTEREST RATES ARE MANAGED by the Corporation in light of the anticipated
behaviour, including prepayment behaviour, of assets in which debt proceeds are
invested. A variety of instruments, including interest rate and currency swaps,
are employed to achieve management's interest rate objectives. Effective
interest rates are lower under these "synthetic" positions than could have been
achieved by issuing debt directly.
III-17
<PAGE>
The following table shows the Corporation's borrowing positions at 31 December
1996 and 1995, considering the effects of swaps.
1995 1996
(In millions)
Effective borrowings (including swaps)
Short-term $36,565 $45,076
======= =======
Long-term (including current portion)
Fixed rate (a) $47,682 $53,735
Floating rate 23,508 22,981
------- -------
Total long-term $71,190 $76,716
======= =======
(a) Includes the notional amount of long-term interest rate swaps that
effectively convert the floating-rate nature of short-term borrowings to
fixed rates of interest.
At 31 December 1996, interest rate swap maturities ranged from 1997 to 2029, and
weighted average interest rates for "synthetic" fixed-rate borrowings were 6.43
per cent. (6.60 per cent. at year-end 1995).
NOTE 11. INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS
Insurance liabilities, reserves and annuity benefits at 31 December 1996 and
1995 are shown below.
1995 1996
(In millions)
Annuity and investment contract benefits $12,165 $18,499
Life insurance benefits and other (a) 6,808 16,513
Unpaid claims and claims adjustment expenses 1,432 1,907
Unearned premiums 1,996 2,897
Separate accounts (see note 9) -- 3,447
------- -------
$22,401 $43,263
======= =======
(a) Life insurance benefits are accounted for mainly by a net-level-premium
method using estimated yields generally ranging from 5 per cent. to 9 per
cent. in both 1996 and 1995.
The liability for unpaid claims and claims adjustment expenses, principally
property and casualty reserves, consists of both case and
incurred-but-not-reported reserves. Where experience is not sufficient to
determine reserves, industry averages are used. Estimated amounts of salvage and
subrogation recoverable on paid and unpaid losses are deducted from outstanding
losses.
III-18
<PAGE>
Activity in the liability for unpaid claims and claims adjustment expenses is
summarized below.
1994 1995 1996
(In millions)
Balance at 1 January -- gross $1,047 $ 999 $1,432
Less reinsurance recoverables (95) (138) (76)
------ ------ ------
Balance at 1 January -- net 952 861 1,356
Claims and expenses incurred
Current year 600 838 1,230
Prior years 253 51 29
Claims and expenses paid
Current year (189) (359) (541)
Prior years (481) (394) (614)
Reserves transferred to ERC (291) -- --
Claim reserves related to acquired companies 4 364 309
Other 13 (5) 21
------ ------ ------
Balance at 31 December -- net 861 1,356 1,790
Add reinsurance recoverables 138 76 117
------ ------ ------
Balance at 31 December -- gross $ 999 $1,432 $1,907
====== ====== ======
Prior-years claims and expenses incurred in the above table resulted principally
from settling claims established in earlier accident years for amounts that
differed from expectations.
Financial guarantees and credit life risk of insurance affiliates at 31 December
1996 and 1995, are summarized below.
1995 1996
(In millions)
Guarantees, principally on municipal bonds and
structured finance issues $119,406 $135,148
Mortgage insurance risk in force 32,599 36,279
Credit life insurance risk in force 10,260 19,468
Less reinsurance (21,694) (32,369)
-------- --------
$140,571 $158,526
======== ========
The Corporation's insurance risk is ceded on both a pro rata and excess basis.
When the Corporation cedes insurance to third parties, it is not relieved of its
primary obligation to policyholders. Losses on ceded risks give rise to claims
for recovery; allowances are established for such receivables from reinsurers.
The effects of reinsurance on premiums written and premiums and commissions
earned were as follows for the past three years.
Premiums written Premiums and commissions earned
1994 1995 1996 1994 1995 1996
(In millions)
Direct $1,422 $2,053 $3,175 $1,401 $1,839 $3,126
Assumed 108 154 534 106 124 380
Ceded (151) (270) (493) (133) (143) (370)
------ ------ ------ ------ ------ ------
Net premiums $1,379 $1,937 $3,216 $1,374 $1,820 $3,136
====== ====== ====== ====== ====== ======
Reinsurance recoveries recognized as a reduction of insurance losses and
policyholder and annuity benefits amounted to $286 million, $113 million and $40
million for the years ended 31 December 1996, 1995 and 1994, respectively.
III-19
<PAGE>
NOTE 12. MINORITY INTEREST
Minority interest in equity of consolidated affiliates includes preferred stock
issued by a subsidiary with a liquidation preference value of $485 million and
$360 million as of 31 December 1996 and 1995, respectively. Dividend rates on
the preferred stock ranged from 3.8 per cent. to 4.3 per cent. during 1996, from
4.2 per cent. to 4.6 per cent. during 1995, and from 2.8 per cent. to 4.7 per
cent. during 1994.
NOTE 13. EQUITY
Changes in equity for each of the years ended 31 December 1996, 1995 and 1994
were as follows:
<TABLE>
<CAPTION>
Unrealized
Variable gains Foreign
cumulative Additional (losses) on currency
preferred Common paid-in Retained investment translation
stock stock capital earnings securities adjustments Total
(in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at 1 January 1994 $1 $768 $2,172 $ 7,008 $ 485 $(64) $ 10,370
Net unrealized losses on
investment securities - -- -- -- (1,140) -- (1,140)
Currency translation adjustments - -- -- -- -- (3) (3)
Net earnings - -- -- 1,918 -- -- 1,918
Dividends declared:
Common stock - -- -- (575) -- -- (575)
Preferred stock - -- -- (30) -- -- (30)
-- ---- ------ -------- ------- ---- --------
Balance at 31 December 1994 1 768 2,172 8,321 (655) (67) 10,540
Capital contributions - -- 926 -- -- -- 926
Preferred stock issued 1 -- 924 -- -- -- 925
Net unrealized gains on
investment securities - -- -- -- 1,198 -- 1,198
Currency translation adjustments - -- -- -- -- (3) (3)
Net earnings - -- -- 2,261 -- -- 2,261
Dividends declared:
Common stock - -- -- (1,588) -- -- (1,588)
Preferred stock - -- -- (57) -- -- (57)
-- ---- ------ -------- ------- ---- --------
Balance at 31 December 1995 2 768 4,022 8,937 543 (70) 14,202
Capital contributions - -- 2 -- -- -- 2
Net unrealized losses on
investment securities - -- -- -- (394) -- (394)
Currency translation adjustments - -- -- -- -- (25) (25)
Net earnings - -- -- 2,632 -- -- 2,632
Dividends declared:
Common stock - -- -- (815) -- -- (815)
Preferred stock - -- -- (76) -- -- (76)
-- ---- ------ -------- ------- ---- --------
Balance at 31 December 1996 $2 $768 $4,024 $ 10,678 $ 149 $(95) $ 15,526
== ==== ====== ======== ======= ==== ========
</TABLE>
All common stock is owned by GE Capital Services, all of the common stock of
which is in turn wholly owned by GE Company. In 1995, GE Company contributed to
GE Capital Services certain assets of Caribe GE Products, Inc. GE Capital
Services in turn contributed the assets of Caribe GE Products, Inc. to the
Corporation. Also in 1995, the Corporation distributed certain assets to GE
Capital Services by way of a dividend and in turn received an equal capital
contribution. These contributions increased the Corporation's additional paid-in
capital by $926 million.
Changes in fair value of investment securities are reflected, net of tax, in
equity. The changes from year to year were primarily attributable to the effects
of changes in year-end market interest rates on the fair value of the
securities.
During 1995, the Corporation issued 9,250 additional shares of its variable
cumulative preferred stock. Dividend rates on the preferred stock ranged from
3.8 per cent. to 5.2 per cent. during 1996, from 4.2 per cent. to 5.2 per cent.
during 1995 and from 2.3 per cent. to 4.9 per cent. during 1994.
III-20
<PAGE>
At 31 December 1996 and 1995, the aggregate statutory capital and surplus of the
insurance businesses totalled $5.8 billion and $4.1 billion, respectively. In
preparing statutory statements, no significant permitted accounting practices
were used that differ from prescribed accounting practices.
NOTE 14. EARNED INCOME
Time sales, loan and other income includes the Corporation's share of earnings
from equity investees of approximately $85 million, $113 million and $169
million for 1996, 1995 and 1994, respectively.
Included in earned income from financing leases for 1996, 1995 and 1994 were
pretax gains on the sale of equipment at lease completion of $115 million, $191
million and $180 million, respectively.
NOTE 15. OPERATING AND ADMINISTRATIVE EXPENSES
Employees and retirees of the Corporation are covered under a number of pension,
health and life insurance plans. The principal pension plan is the GE Company
Pension Plan, a defined benefit plan, while employees of certain affiliates are
covered under separate plans. The Corporation provides health and life insurance
benefits to certain of its retired employees, principally through GE Company's
benefit program. The annual cost to the Corporation of providing these benefits
is not material.
Rental expense relating to equipment the Corporation leases from others for the
purposes of subleasing was $269 million in 1996, $273 million in 1995 and $262
million in 1994. Other rental expense was $263 million in 1996, $237 million in
1995 and $198 million in 1994, principally for the rental of office space and
data processing equipment. Minimum future rental commitments under noncancelable
leases at 31 December 1996 are $463 million in 1997; $408 million in 1998; $370
million in 1999; $323 million in 2000; $299 million in 2001 and $1,208 million
thereafter. The Corporation, as a lessee, has no material lease agreements
classified as capital leases.
Amortization of deferred insurance acquisition costs charged to operations in
1996, 1995 and 1994 was $365 million, $252 million and $355 million,
respectively.
NOTE 16. INCOME TAXES
The provision for income taxes is summarized in the following table.
1994 1995 1996
(In millions)
Estimated amounts payable $462 $ 425 $ 157
Deferred tax expense from temporary differences 434 646 1,015
---- ------ ------
$896 $1,071 $1,172
==== ====== ======
GE Company files a consolidated U.S. federal income tax return which includes
the Corporation. The provision for estimated taxes payable includes the effect
of the Corporation and its affiliates on the consolidated return.
Estimated amounts payable includes amounts applicable to non-U.S. jurisdictions
of $485 million, $158 million and $218 million in 1996, 1995 and 1994,
respectively.
Deferred income tax balances reflect the impact of temporary differences between
the carrying amounts of assets and liabilities and their tax bases and are
stated at enacted tax rates expected to be in effect when taxes are actually
paid or recovered.
Except for certain earnings that the Corporation intends to reinvest
indefinitely, provision has been made for the estimated U.S. federal income tax
liabilities applicable to undistributed earnings of affiliates and associated
companies.
Consolidated U.S. income before taxes was $2.7 billion in 1996 and 1995, and
$2.3 billion in 1994. The corresponding amounts for non-U.S. based operations
were $1.1 billion in 1996, $0.6 billion in 1995 and $0.5 billion in 1994.
III-21
<PAGE>
A reconciliation of the U.S. federal statutory rate to the actual income tax
rate follows.
1994 1995 1996
Statutory U.S. federal income tax rate 35.0% 35.0% 35.0%
Increase (reduction) in rate resulting from:
Amortization of goodwill 0.9 1.0 1.0
Tax-exempt income (4.4) (3.0) (3.0)
Foreign Sales Corporation tax benefits -- -- (0.4)
Dividends received, not fully taxable (0.6) (1.6) (1.7)
Other -- net 0.9 0.8 (0.1)
---- ---- ----
Actual income tax rate 31.8% 32.2% 30.8%
==== ==== ====
Principal components of the net deferred tax liability balances at 31 December
1996 and 1995 are as follows:
1995 1996
(In millions)
ASSETS
Allowance for losses $ (845) $ (1,173)
Insurance reserves (128) (647)
AMT credit carryforwards -- (561)
Other (1,005) (1,190)
------ -------
Total deferred tax assets (1,978) (3,571)
------ -------
LIABILITIES
Financing leases 6,243 7,488
Operating leases 1,485 1,833
Net unrealized gains on securities 362 97
Other 780 1,625
------ -------
Total deferred tax liabilities 8,870 11,043
------ -------
Net deferred tax liability $6,892 $ 7,472
====== =======
III-22
<PAGE>
NOTE 17. INDUSTRY SEGMENT DATA
Industry segment operating data and identifiable assets are shown below.
1994 1995 1996
(In millions)
Earned income:
Consumer Services $ 5,508 $ 7,586 $ 10,217
Equipment Management 5,186 6,144 7,968
Specialized Financing 2,638 3,076 2,962
Mid-Market Financing 1,575 2,184 2,540
Specialty Insurance 1,976 2,174 2,895
-------- -------- --------
Total segment earned income 16,883 21,164 26,582
Corporate 40 15 (12)
-------- -------- --------
Total earned income $ 16,923 $ 21,179 $ 26,570
======== ======== ========
Segment operating profit:
Consumer Services $ 1,067 $ 1,030 $ 1,272
Equipment Management 624 897 929
Specialized Financing 513 651 726
Mid-Market Financing 435 445 538
Specialty Insurance 188 341 344
-------- -------- --------
Total segment operating profit 2,827 3,364 3,809
Corporate (13) (32) (5)
-------- -------- --------
Earnings before income taxes $ 2,814 $ 3,332 $ 3,804
======== ======== ========
Identifiable assets at 31 December:
Consumer Services $ 54,171 $ 73,076 $101,110
Equipment Management 23,197 25,072 30,545
Specialized Financing 28,149 30,285 27,741
Mid-Market Financing 16,367 21,565 25,167
Specialty Insurance 7,835 9,841 14,804
-------- -------- --------
Total segment identifiable assets 129,719 159,839 199,367
Corporate 1,185 986 1,449
-------- -------- --------
Total assets $130,904 $160,825 $200,816
======== ======== ========
III-23
<PAGE>
NOTE 18. QUARTERLY FINANCIAL DATA (unaudited)
Summarized quarterly financial data were as follows:
<TABLE>
<CAPTION>
First quarter Second quarter Third quarter Fourth quarter
1995 1996 1995 1996 1995 1996 1995 1996
(In millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earned income $4,790 $5,620 $5,169 $6,068 $5,395 $7,008 $5,825 $7,874
Expenses:
Interest 1,502 1,668 1,629 1,722 1,662 1,685 1,662 1,967
Operating and
administrative 1,432 1,716 1,512 1,906 1,456 2,583 1,762 3,080
Insurance losses and
policyholder and
annuity benefits 516 615 486 777 445 821 584 970
Provision for losses on
financing receivables 79 213 279 228 352 254 407 338
Depreciation and
amortization of
buildings and
equipment and
equipment on
operating leases 450 489 489 524 487 556 575 568
Minority interest in net
earnings of
consolidated
affiliates 17 25 16 17 15 17 33 27
------ ------ ------ ------ ------ ------ ------ ------
Earnings before income
taxes 794 894 758 894 978 1,092 802 924
Provision for income
taxes (266) (289) (241) (267) (330) (344) (234) (272)
------ ------ ------ ------ ------ ------ ------ ------
Net earnings $ 528 $ 605 $ 517 $ 627 $ 648 $ 748 $ 568 $ 652
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
NOTE l9. RESTRICTED NET ASSETS OF AFFILIATES
Certain of the Corporation's consolidated affiliates are restricted from
remitting funds to the Parent in the form of dividends or loans by a variety of
regulations, the purpose of which is to protect affected insurance
policyholders, depositors or investors. At year-end 1996, net assets of the
Corporation's regulated affiliates amounted to $14.4 billion, of which $11.7
billion was restricted.
NOTE 20. SUPPLEMENTAL CASH FLOWS INFORMATION
"Other -- net operating activities" in the Statement of Cash Flows consists
principally of adjustments to other liabilities, current and noncurrent accruals
of costs and expenses, amortization of premium and discount on debt, and
adjustments to assets such as amortization of goodwill and intangibles.
The Statement of Cash Flows excludes certain noncash transactions that had no
significant effect on the investing or financing activities of the Corporation.
III-24
<PAGE>
Certain supplemental information related to the Corporation's cash flows were as
follows for the past three years.
<TABLE>
<CAPTION>
1994 1995 1996
(In millions)
<S> <C> <C> <C>
FINANCING RECEIVABLES
Increase in loans to customers $(37,059) $(46,154) $(49,890)
Principal collections from customers 31,264 44,840 49,923
Investment in equipment for financing leases (10,528) (17,182) (14,427)
Principal collections on financing leases 8,461 8,821 11,158
Net change in credit card receivables (2,902) (3,773) (3,068)
Sales of financing receivables with recourse 1,239 2,139 4,026
-------- -------- --------
$ (9,525) $(11,309) $ (2,278)
======== ======== ========
ALL OTHER INVESTING ACTIVITIES
Purchases of securities by insurance and annuity businesses $ (5,484) $ (6,409) $ (8,244)
Dispositions and maturities of securities by insurance and
annuity businesses 4,417 5,866 6,736
Proceeds from principal business dispositions -- 575 --
Other 2,611 (2,649) (3,897)
-------- -------- --------
$ 1,544 $ (2,617) $ (5,405)
======== ======== ========
NEWLY ISSUED DEBT HAVING MATURITIES LONGER THAN 90 DAYS
Short-term (91 to 365 days) $ 3,214 $ 2,545 $ 5,061
Long-term (longer than one year) 19,228 32,507 16,689
Proceeds -- nonrecourse, leveraged lease debt 31 1,428 595
-------- -------- --------
$ 22,473 $ 36,480 $ 22,345
======== ======== ========
REPAYMENTS AND OTHER REDUCTIONS OF DEBT HAVING
MATURITIES LONGER THAN 90 DAYS
Short-term (91 to 365 days) $(10,460) $(16,075) $(22,755)
Long-term (longer than one year) (930) (678) (1,025)
Principal payments -- nonrecourse, leveraged lease debt (309) (292) (276)
-------- -------- --------
$(11,699) $(17,045) $(24,056)
======== ======== ========
ALL OTHER FINANCING ACTIVITIES
Proceeds from sales of investment and annuity contracts $ 886 $ 1,554 $ 2,341
Redemption of investment and annuity contracts (961) (2,061) (2,429)
Capital contributions from parent company -- 684 --
-------- -------- --------
$ (75) $ 177 $ (88)
======== ======== ========
CASH RECOVERED (PAID) DURING THE YEAR FOR
Interest $ (4,005) $ (5,970) $ (7,166)
Income taxes (340) 217 (87)
</TABLE>
Changes in operating assets and liabilities are net of acquisitions and
dispositions of businesses.
III-25
<PAGE>
"Payments for principal businesses purchased" in the Statement of Cash Flows is
net of cash acquired and includes debt assumed and immediately repaid in
acquisitions. In conjunction with the acquisitions, liabilities were assumed as
follows:
1994 1995 1996
(In millions)
Fair value of assets acquired $ 7,992 $15,496 $27,341
Cash paid (2,220) (4,749) (4,839)
------- ------- -------
Liabilities assumed $ 5,772 $10,747 $22,502
======= ======= =======
NOTE 21. ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS
This note contains estimated fair values of certain financial instruments to
which the Corporation is a party. Apart from the Corporation's own borrowings
and certain marketable securities, relatively few of these instruments are
actively traded. Thus, fair values must often be determined by using one or more
models that indicate value based on estimates of quantifiable characteristics as
of a particular date. Because this undertaking is, by its nature, difficult and
highly judgmental, for a limited number of instruments, alternative valuation
techniques may have produced disclosed values different from those that could
have been realized at 31 December 1996 or 1995. Moreover, the disclosed values
are representative of fair values only as of the dates indicated. Assets that,
as a matter of accounting policy, are reflected in the accompanying financial
statements at fair value are not included in the following disclosures; such
assets include cash and equivalents and investment securities.
Values are estimated as follows.
TIME SALES AND LOANS. Based on quoted market prices, recent transactions and/or
discounted future cash flows, using rates at which similar loans would have been
made to similar borrowers.
BORROWINGS. Based on quoted market prices or market comparables. Fair values of
interest rate and currency swaps on borrowings are based on quoted market prices
and include the effects of counterparty creditworthiness.
ANNUITY BENEFITS. Based on expected future cash flows, discounted at currently
offered discount rates for immediate annuity contracts or cash surrender value
for single premium deferred annuities.
FINANCIAL GUARANTEES. Based on future cash flows, considering expected renewal
premiums, claims, refunds and servicing costs, discounted at a market rate.
ALL OTHER INSTRUMENTS. Based on comparable transactions, market comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.
III-26
<PAGE>
Information about financial instruments that were not carried at fair value at
31 December 1996 and 1995, is shown below.
<TABLE>
<CAPTION>
1995 1996
Assets (liabilities) Assets (liabilities)
Estimated fair value Estimated fair value
Carrying Carrying
Notional amount Notional amount
amount (net) High Low amount (net) High Low
(In millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Time sales and loans $ (a) $ 57,817 $ 59,188 $ 58,299 $ (a) $ 60,859 $61,632 $ 60,544
Integrated interest rate swaps 1,703 -- (93) (93) 3,604 -- 82 82
Purchased options 1,213 24 11 11 1,938 11 12 12
Mortgage-related positions
Mortgage purchase commitments 1,360 -- 17 17 1,193 -- 2 2
Mortgage sale commitments 1,334 -- (11) (11) 1,417 -- 3 3
Memo: mortgages held for
sale(b) (a) 1,663 1,663 1,663 (a) 1,112 1,165 1,165
Options, including "floors" 18,522 67 144 144 27,422 78 81 81
Interest rate swaps and futures 1,990 -- 31 31 1,731 -- (29) (29)
Other cash financial instruments (a) 2,445 2,848 2,586 (a) 2,459 2,795 2,547
Liabilities
Borrowings and related instruments
Borrowings (c) (d) (a) (107,755) (108,566) (108,566) (a) (106,836) (106,849) (106,849)
Interest rate swaps 28,281 -- (496) (496) 32,891 -- (551) (551)
Currency swaps 22,342 -- 937 937 24,588 -- 368 368
Purchased options 2,736 16 (2) (2) 1,882 10 1 1
Annuity and investment contract benefits (a) (12,165) (11,918) (11,918) (a) (18,499) (18,227) (18,227)
Separate accounts (a) -- -- -- (a) (3,447) (3,447) (3,447)
Insurance -- financial guarantees and
credit life 140,571 (1,505) (770) (864) 158,526 (3,089) (2,907) (3,297)
Credit and liquidity support --
securitizations 6,060 (41) (48) (48) 4,684 (73) (72) (72)
Performance guarantees -- principally
letters of credit 2,622 (48) (79) (79) 3,142 (55) (134) (134)
Other 3,556 (302) (36) (45) 3,060 (1,434) (1,049) (1,050)
Other firm commitments
Currency forwards 6,189 -- 55 55 7,389 -- 69 68
Currency swaps 280 -- (22) (22) 99 -- (7) (7)
Ordinary course of business lending
commitments 6,929 -- (60) (60) 4,950 -- (27) (27)
Unused revolving credit lines
Commercial 3,223 -- -- -- 3,375 -- -- --
Consumer -- principally credit cards 118,710 -- -- -- 116,878 -- -- --
</TABLE>
(a) Not applicable.
(b) Included in other cash financial instruments.
(c) Includes interest rate and currency swaps.
(d) See note 10.
Additional information about certain financial instruments in the above table
follows.
CURRENCY FORWARDS AND OPTIONS are employed by the Corporation to manage
exposures to changes in currency exchange rates associated with commercial
purchase and sales transactions. These financial instruments generally are used
to fix the local currency cost of purchased goods or services or selling prices
denominated in currencies other than the functional currency. Currency exposures
that result from net investments in affiliates are managed principally by
funding assets denominated in local currency with debt denominated in those same
currencies. In certain circumstances, net investment exposures are managed using
currency forwards and currency swaps.
OPTIONS AND INSTRUMENTS CONTAINING OPTION FEATURES that behave based on limits
("caps", "floors" or "collars") on interest rate movement are used to hedge
prepayment risk in certain of the Corporation's business activities, such as the
mortgage servicing and annuities businesses.
SWAPS OF INTEREST RATES AND CURRENCIES are used by the Corporation to optimize
borrowing costs for a particular funding strategy (see note 10). In addition,
swaps, along with purchased options and futures, are used by the Corporation to
establish specific hedges of mortgage-related assets and to manage net
III-27
<PAGE>
investment exposures. Credit risk of these positions is evaluated by management
under the credit criteria dis ussed below. As part of its ongoing customer
activities, the Corporation also enten into swaps that are integrated into
investments in or loans to particular customers and do not involve assumption of
third-party credit risk. Such integrated swaps are evaluated and monitored like
their associated investments or loans, and are not therefore subject to the same
credit criteria that would apply to a stand-alone position.
COUNTERPARTY CREDIT RISK -- risk that counterparties will be financially unable
to make payments according to the terms of the agreements -- is the principal
risk associated with swaps, purchased options and forwards. Gross market value
of probable future receipts is one way to measure this risk, but is meaningful
only in the context of net credit exposure to individual counterparties. At 31
December 1996 and 1995, this gross market risk amounted to $0.6 billion and $1.1
billion, respectively. Aggregate fair values that represent associated probable
future obligations, normally associated with a right of offset against probable
future receipts, amounted to $0.6 billion at year-end 1996 and 1995.
Except as noted above for positions that are integrated into financings, all
swaps, purchased options and forwards are carried out within the following
credit policy constraints.
o Once a counterparty exceeds a credit exposure limit (see table below), no
additional transactions are permitted until the exposure with that
counterparty is reduced to an amount that is within the established limit.
Open contracts remain in force.
Credit rating
----------------------
Counterparty credit criteria Standard
Moody's & Poor's
Term of transaction
Between one and five years Aa3 AA-
Greater than five years Aaa AAA
Credit exposure limits
Up to $50 million Aa3 AA-
Up to $75 million Aaa AAA
o All swaps are executed under master swap agreements containing mutual
credit downgrade provisions that provide the ability to require assignment
or termination in the event either party is downgraded below A3 or A-.
More credit latitude is permitted for transactions having original maturities
shorter than one year because of their lower risk.
NOTE 22. GEOGRAPHIC SEGMENT INFORMATION
Geographic segment operating data and total assets were as follows:
Earned income Operating profit
For the years ended 31 December
1994 1995 1996 1994 1995 1996
(In millions)
United States 12,832 $15,306 $18,424 $2,327 $2,740 $2,889
Europe 1,886 2,729 4,429 203 293 507
Pacific Basin 42 403 693 10 33 57
Other (a) 2,163 2,741 3,024 274 266 351
------- ------- ------- ------ ------ ------
Total $16,923 $21,179 $26,570 $2,814 $3,332 $3,804
======= ======= ======= ====== ====== ======
III-28
<PAGE>
Total assets 31 December
1994 1995 1996
(In millions)
United States $104,610 $121,078 $149,901
Europe 9,774 19,895 28,710
Pacific Basin 1,714 3,567 5,060
Other (a) 14,806 16,285 17,145
-------- -------- --------
Total $130,904 $160,825 $200,816
======== ======== ========
(a) Principally the Americas other than the United States, but also includes
operations that cannot meaningfully be associated with specific geographic
areas (for example, shipping containers used on ocean-going vessels).
5. UNAUDITED FIRST QUARTER RESULTS
The following is the text of the unaudited quarterly results of GE Capital for
the three months ended 29 March, 1997:
ITEM 1. FINANCIAL STATEMENTS.
CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS
(Unaudited)
Three
Months
Ended
30 March 29 March
1996 1997
(In millions)
EARNED INCOME $5,620 $ 7,773
EXPENSES
Interest 1,668 1,711
Operating and administrative 1,716 3,025
Insurance losses and policyholder and annuity benefits 615 1,149
Provision for losses on financing receivables 213 312
Depreciation and amortization of buildings and equipment
and equipment on operating leases 489 565
Minority interest in net earnings of consolidated affiliates 25 13
------ -------
4,726 6,775
EARNINGS
Earnings before income taxes 894 998
Provision for income taxes (289) (301)
------ -------
NET EARNINGS 605 697
Dividends (244) (317)
Retained earnings at beginning of period 8,937 10,678
------ -------
Retained earnings at end of period $9,298 $11,058
====== =======
See Notes to Condensed, Consolidated Financial Statements.
III-29
<PAGE>
CONDENSED STATEMENT OF FINANCIAL POSITION
31 December 29 March
1996 1997
(Unaudited)
(In millions)
ASSETS
Cash and equivalents $ 3,074 $ 2,655
Investment securities 44,340 43,901
Financing receivables:
Time sales and loans, net of deferred income 62,832 60,681
Investment in financing leases, net of deferred income 39,575 39,088
-------- --------
102,407 99,769
Allowance for losses on financing receivables (2,693) (2,624)
-------- --------
Financing receivables -- net 99,714 97,145
Other receivables -- net 8,456 9,354
Equipment on operating leases (at cost), less accumulated
amortization of $5,625 and $5,402 16,134 16,583
Intangible assets 7,594 7,475
Other assets 21,504 22,031
-------- --------
TOTAL ASSETS $200,816 $199,144
======== ========
LIABILITIES AND EQUITY
Short-term borrowings $ 74,971 $ 75,730
Long-term borrowings:
Senior 46,124 43,236
Subordinated 697 697
Insurance liabilities, reserves and annuity benefits 43,263 44,051
Other liabilities 12,084 11,632
Deferred income taxes 7,472 7,512
-------- --------
Total liabilities 184,611 182,858
-------- --------
Minority interest in equity of consolidated affiliates 679 789
-------- --------
Capital stock 770 770
Additional paid-in capital 4,024 4,033
Retained earnings 10,678 11,058
Unrealized (losses) gains on investment securities 149 (235)
Foreign currency translation adjustments (95) (129)
-------- --------
Total equity 15,526 15,497
-------- --------
TOTAL LIABILITIES AND EQUITY $200,816 $199,144
======== ========
See Notes to Condensed, Consolidated Financial Statements.
III-30
<PAGE>
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
30 March 29 March
1996 1997
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 605 $ 697
Adjustments to reconcile net earnings to cash provided
from operating activities:
Provision for losses on financing receivables 213 312
Depreciation and amortization of buildings and equipment
and equipment on operating leases 489 565
Other -- net 49 176
-------- --------
Cash provided from operating activities 1,356 1,750
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers (11,391) (10,362)
Principal collections from customers 11,876 10,250
Investment in assets on financing leases (2,914) (3,880)
Principal collections on financing leases 2,908 3,924
Net decrease in credit card receivables 172 1,453
Buildings and equipment and equipment on operating leases:
- -- additions (1,362) (1,280)
- -- dispositions 348 347
Payments for principal businesses purchased, net of cash acquired (88) (27)
Purchases of investment securities by insurance affiliates and
annuity businesses (1,628) (2,735)
Dispositions and maturities of investment securities by insurance
affiliates and annuity businesses 1,311 2,709
Other -- net (1,280) (1,234)
-------- --------
Cash used for investing activities (2,048) (835)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) (1,458) 1,811
Newly issued debt -- short-term (maturities 91-365 days) 882 963
-- long-term senior 7,102 3,700
Proceeds -- non-recourse, leveraged lease debt 236 --
Repayments and other reductions:
-- short-term (maturities 91-365 days) (4,879) (7,418)
-- long-term senior (314) (331)
Principal payments -- non-recourse, leveraged lease debt (103) (129)
Proceeds from sales of investment and annuity contracts 148 873
Redemption of investment and annuity contracts (463) (586)
Dividends paid (244) (317)
Issuance of variable cumulative preferred stock by
consolidated affiliate -- 100
-------- --------
Cash (used for) provided from financing activities 907 (l,334)
-------- --------
(DECREASE) INCREASE IN CASH AND EQUIVALENTS 215 (419)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,316 3,074
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 1,531 $ 2,655
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
III-31
<PAGE>
NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying condensed quarterly financial statements represent the
adding together of General Electric Capital Corporation and all
majority-owned and controlled affiliates (collectively called "the
Corporation" or "GECC"). All significant transactions among the parent and
consolidated affiliates have been eliminated. Certain prior period data
have been reclassified to conform to the current period presentation.
2. The condensed consolidated quarterly financial statements are unaudited.
These statements include all adjustments (consisting of normal recurring
accruals) considered necessary by management to present a fair statement
of the results of operations, financial position and cash flows. The
results reported in these condensed consolidated financial statements
should not be regarded as necessarily indicative of results that may be
expected for the entire year.
3. The Corporation has adopted Statement of Financial Accounting Standards
("SFAS") No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. Among other things, this
Statement distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings, based on control of the transferred
assets. SFAS No. 125 applies to all transactions occurring after 31
December 1996; thus, adoption did not have an effect on the financial
position or results of operations of the Corporation.
III-32
<PAGE>
APPENDIX IV
ADDITIONAL INFORMATION
1. RESPONSIBILITY
(a) The directors of GE Capital, whose names are set out in paragraph 2(a) of
this Appendix IV, accept responsibility for the information contained in
this document other than information relating to CTR, the CTR Group and
the directors of CTR and their immediate families. To the best of the
knowledge and belief of the directors of GE Capital (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of
such information.
(b) The directors of CTR, whose names are set out in paragraph 2(b) of this
Appendix IV, accept responsibility for the information contained in this
document relating to CTR, the CTR Group and the directors of CTR and their
immediate families. To the best of the knowledge and belief of the
directors of CTR (who have taken all reasonable care to ensure that such
is the case), the information contained in this document for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
2. DIRECTORS
(a) The directors of GE Capital are:
Gary C. Wendt
Nigel D.T. Andrews
Nancy E. Barton
James R. Bunt
Dennis D. Dammerman
Paolo Fresco
Benjamin W. Heineman, Jr.
John H. Myers
Robert L. Nardelli
Denis J. Nayden
Michael A. Neal
James A. Parke
John M. Samuels
Edward D. Stewart
John F. Welch, Jr.
(b) The directors of CTR are:
Ian M. Clubb
David Howell
Rupert N. Hambro
C.J. Nicholas Ward
B.K. Robert Burns
IV-1
<PAGE>
3. STOCK EXCHANGE QUOTATIONS, MARKET PRICE DATA AND PRINCIPAL PURCHASES
The following table shows the Closing Price for CTR Shares and the closing sale
price on the NYSE for CTR ADSs on the first dealing day of each of the six
months immediately prior to the date of this document, on 28 July 1997 (the last
Business Day before the announcement of the Offer) and on 31 July 1997 (being
the latest date practicble prior to the publication of this document):
CTR Shares CTR ADSs
Date (Pence) ($)
3 February 1997 12.75 0.63
3 March 1997 10.25 0.38
1 April 1997 8.00 0.31
1 May 1997 8.25 0.28
2 June 1997 8.25 0.28
1 July 1997 7.00 0.34
28 July 1997 7.00 0.34
31 July 1997 15.25 0.67
CTR Shares have been listed and traded on the London Stock Exchange, the
principal trading market for CTR Shares, since 1985 and CTR ADSs have been
listed and traded on the NYSE since October 1991. The following table sets out,
for the periods indicated, (i) the reported closing highest and lowest middle
market quotations for CTR Shares on the London Stock Exchange as derived from
the Daily Official List of the London Stock Exchange and (ii) the high and low
sales prices for CTR ADSs on the NYSE as published by the Dow Jones Pricing
Service. Each CTR ADS represents three CTR Shares. For current price
information, holders of CTR Shares and CTR ADSs are urged to consult publicly
available sources.
CTR Shares CTR ADSs
(Pence) ($)
---------- -----------
High Low High Low
---- --- ---- ----
YEAR ENDED 30 APRIL 1996
Second quarter (1 August 1995 -- 31 October 1995) 39 25 2.00 1.00
Third quarter (1 November 1995 -- 31 January 1996) 25 11 1.00 0.47
Fourth quarter (1 February 1996 -- 30 April 1996) 13 8 0.69 0.44
YEAR ENDED 30 APRIL 1997
First quarter (1 May 1996 -- 31 July 1996) 15 10 0.75 0.37
Second quarter (1 August 1996 -- 31 October 1996) 11 8 0.44 0.28
Third quarter (1 November 1996 -- 31 January 1997) 15 8 0.63 0.28
Fourth quarter (1 February 1997 -- 30 April 1997) 15 7 0.62 0.25
YEAR ENDING 30 APRIL 1998
First quarter (1 May 1997 -- 31 July 1997) 15 7 0.75 0.22
IV-2
<PAGE>
4. SHAREHOLDINGS AND DEALINGS
In this paragraph:
"disclosure period" means the period commencing on 29 July 1996 (the date
12 months prior to the announcement of the Offer) and ending on 31 July
1997 (the latest practicable date prior to the publication of this
document);
"relevant securities" means CTR Securities, including any securities
convertible into, rights to subscribe for, or options (including traded
options) in respect of, or derivatives referenced to, such CTR Securities;
and
"arrangement" includes indemnity or option arrangements, and any agreement
or understanding, formal or informal, of whatever nature which may be an
inducement to deal or refrain from dealing.
"associate" means, in relation to CTR, any member of the CTR Group and any
associated company of any member of the CTR Group, their banks and
financial and other professional advisers (including stockbrokers)
including persons controlling, controlled by or under the same control as
such banks or financial or other professional advisers, the directors or
any member of the CTR Group and such directors' close relatives and
related trusts, and the pension funds of any member of the CTR Group.
(a) SHAREHOLDINGS AND DEALINGS IN GE CAPITAL SECURITIES
Neither CTR nor any of the directors of CTR or member of their immediate
families owns or controls, or (in the case of the directors of CTR and
their immediate families) is directly or indirectly interested in, any
securities in GE Capital, GE Capital Company or any securities convertible
into, rights to subscribe for, or options (including traded options) in
respect of, or derivatives referenced to, any such securities, nor has any
such person dealt for value therein during the disclosure period.
(b) SHAREHOLDINGS AND DEALINGS IN CTR SECURITIES
(i) At the close of business on 31 July 1997 (the latest practicable date
prior to the publication of this document), the interests of the directors
of CTR and their immediate families, all of which are beneficial (unless
stated otherwise), in CTR Securities, which have been notified to CTR
under sections 324 and 328 of the Companies Act or which were required to
be entered in the register of directors' interests maintained under the
provisions of section 325 of the Companies Act, are set out below:
Number of Type of
CTR CTR
Name of director Securities Securities
R.N. Hambro 20,000 Shares
(ii) As at the close of business on 31 July 1997 (the last practicable date
prior to the publication of this document), the following options over CTR
Shares had been granted to the directors and executive officers of CTR and
remained outstanding:
<TABLE>
<CAPTION>
Number of Exercise Exercise
Name Date of Grant Type of Option CTR Shares Price (p) period
<S> <C> <C> <C> <C> <C>
David Howell 19 December 1996 Under 1996 2,000,000 8.5 December 1999
Share Option -December 2001
Scheme
Simon Enoch 19 December 1996 Under 1996 1,000,000 8.5 December 1999
Share Option -December2001
Scheme
</TABLE>
(iii) As at the close of business on 31 July 1997 (being the latest date
practicable prior to the publication of this document), in addition to the
CTR Shares in respect of which the undertaking set out in paragraph 5(ii)
below has been given, Lloyds TSB Group plc, the parent of Lloyds Bank Plc
owned or controlled 120,892 CTR Shares. During the disclosure
IV-3
<PAGE>
period, Lloyds TSB Group Plc bought 100,000 CTR Shares, on 14 January 1997 at a
price of 11p per share;
(iv) The following dealings for value by persons who prior to the publication
of this document committed themselves to accept the Offer have taken place
during the disclosure period:
<TABLE>
<CAPTION>
Nature of Number of Number of
Name Transaction Date CTR Shares CTR ADRs Price
<S> <C> <C> <C> <C> <C>
Appaloosa Management L.P. Buy 14 August 1996 --- 3,000,000 $0.5000
Appaloosa Management L.P. Sell 31 December 1996 --- 13,200,000 $0.3650
Appaloosa Management L.P. Sell 31 December 1996 --- 3,000,000 $0.3681
Appaloosa Management L.P. Sell 23 January 1997 --- 200,000 $0.5425
Appaloosa Management L.P. Sell 24 January 1997 --- 21,000 $0.6050
Appaloosa Management L.P. Sell 4 February 1997 --- 100,000 $0.5700
Appaloosa Management L.P. Sell 10 February 1997 --- 25,000 $0.5420
Appaloosa Management L.P. Buy 24 April 1997 --- 100,000 $0.2650
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 994,612 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 495,348 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 447,519 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 141,490 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 208,096 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 124,746 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 49,786 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 684,145 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 664,286 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 456,470 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 847,210 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 349,624 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 509,053 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 27,969 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 27,969 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 996,010 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 1,265,082 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 497,865 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 692,536 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 1,244,943 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 1,165,229 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 699,249 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 195,789 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 596,319 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 216,487 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 1,000,486 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 2,150,611 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 279,699 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 41,395 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 55,100 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 55,100 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 331,164 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 83,070 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 83,070 $0.4375
Loomis Sayles & Company, L.P. Buy 24 October 1996 --- 264,875 $0.4375
Loomis Sayles & Company, L.P. Sell 18 December 1996 --- 279,699 $0.365
Loomis Sayles & Company, L.P. Sell 18 December 1996 --- 2,871,398 $0.365
Loomis Sayles & Company, L.P. Sell 13 February 1996 --- 141,490 $0.4175
Loomis Sayles & Company, L.P. Sell 13 February 1997 --- 124,746 $0.4175
Loomis Sayles & Company, L.P. Sell 13 February 1997 --- 49,786 $0.4175
Loomis Sayles & Company, L.P. Sell 13 February 1997 --- 142,583 $0.4175
Loomis Sayles & Company, L.P. Sell 13 February 1997 --- 41,395 $0.4175
Loomis Sayles & Company, L.P. Sell 21 February 1997 --- 25,000 $0.4175
Loomis Sayles & Company, L.P. Sell 24 February 1997 --- 8,000 $0.4175
</TABLE>
IV-4
<PAGE>
<TABLE>
<CAPTION>
Nature of Number of Number of
Name Transaction Date CTR Shares CTR ADRs Price
<S> <C> <C> <C> <C> <C>
Loomis Sayles & Company, L.P. Sell 25 February 1997 --- 300,000 $0.3940
Loomis Sayles & Company, L.P. Sell 5 March 1997 --- 694,612 $0.3118
Loomis Sayles & Company, L.P. Sell 5 March 1997 --- 1,172,848 $0.3118
Loomis Sayles & Company, L.P. Sell 5 March 1997 --- 32,540 $0.3455
Loomis Sayles & Company, L.P. Sell 6 March 1997 --- 250,083 $0.3550
Loomis Sayles & Company, L.P. Sell 10 March 1997 --- 250,000 $0.3550
Loomis Sayles & Company, L.P. Sell 9 April 1997 --- 495,348 $0.2328
Loomis Sayles & Company, L.P. Sell 14 April 1997 --- 447,519 $0.2300
Loomis Sayles & Company, L.P. Sell 14 April 1997 --- 272,782 $0.3400
Loomis Sayles & Company, L.P. Sell 14 April 1997 --- 279,699 $0.2300
Loomis Sayles & Company, L.P. Sell 17 April 1997 --- 349,624 $0.3237
Loomis Sayles & Company, L.P. Sell 17 April 1997 --- 350,376 $0.3237
Loomis Sayles & Company, L.P. Sell 22 April 1997 --- 34,620 $0.2612
Loomis Sayles & Company, L.P. Sell 22 April 1997 --- 542,480 $0.2612
Loomis Sayles & Company, L.P. Sell 23 April 1997 --- 30,100 $0.2612
Loomis Sayles & Company, L.P. Sell 24 April 1997 --- 509,053 $0.2368
Loomis Sayles & Company, L.P. Sell 24 April 1997 --- 55,938 $0.2368
Loomis Sayles & Company, L.P. Sell 24 April 1997 --- 136,582 $0.2368
Loomis Sayles & Company, L.P. Sell 24 April 1997 --- 240,227 $0.2368
Loomis Sayles & Company, L.P. Sell 24 April 1997 --- 110,200 $0.2368
Loomis Sayles & Company, L.P. Sell 25 April 1997 --- 50,000 $0.2612
Loomis Sayles & Company, L.P. Sell 29 April 1997 --- 249,000 $0.2612
Loomis Sayles & Company, L.P. Sell 1 May 1997 --- 186,544 $0.2612
Loomis Sayles & Company, L.P. Sell 1 May 1997 --- 459,456 $0.2612
Loomis Sayles & Company, L.P. Sell 2 May 1997 --- 4,000 $0.2612
Loomis Sayles & Company, L.P. Sell 2 May 1997 --- 1,113,136 $0.2300
Loomis Sayles & Company, L.P. Sell 2 May 1997 --- 900,000 $0.2300
Loomis Sayles & Company, L.P. Sell 12 May 1997 --- 1,361,092 $0.2300
Loomis Sayles & Company, L.P. Sell 20 May 1997 --- 550,000 $0.2330
Loomis Sayles & Company, L.P. Sell 23 May 1997 --- 1,860,172 $0.2300
Loomis Sayles & Company, L.P. Sell 19 June 1997 --- 208,096 $0.3237
National Westminster Bank Plc Buy 30 July 1996 --- 100 9.0p
</TABLE>
(v) Save as disclosed above:
(a) neither GE Capital nor any director or executive officer of GE
Capital, or any member of his immediate family or his related
trusts, nor any person acting in concert with GE Capital, nor
any person who prior to the publication of this document
committed himself to accept the Offer, owns or controls or (in
the case of a director of GE Capital) is interested in any
relevant securities, nor has any such person dealt for value
in such securities during the disclosure period;
(b) neither CTR, nor any director or executive officer of CTR or
any member of his immediate family or his related trusts, owns
or controls or (in the case of a director of CTR) is
interested in any relevant securities, nor has any such person
dealt for value in such securities during the disclosure
period;
(c) neither any subsidiary of CTR, nor any pension fund of CTR,
nor any pension fund of any subsidiary of CTR, nor any bank,
financial or other professional adviser to CTR (including
stockbrokers but excluding exempt market-makers), including
any person controlling, controlled by or under the same
control as any such bank, financial or other professional
adviser nor any person whose investments are managed on a
discretionary basis by a fund manager (other than an exempt
fund manager) connected with CTR owns or controls any relevant
securities, nor has any such person dealt for value therein
during the period commencing on 29 July 1997 (being the date
of the announcement of the Offer) and ending on 1 August 1997
(the last Business Day prior to the publication of this
document);
IV-5
<PAGE>
(d) neither GE Capital nor any person acting in concert with GE
Capital has any arrangement with any person in relation to
relevant securities; and
(e) neither CTR nor any associate of CTR has any arrangement with
any person in relation to relevant securities.
5. IRREVOCABLE UNDERTAKINGS
(i) DIRECTORS
Certain directors of CTR have given irrevocable undertakings to accept or
procure acceptance of the Offer in respect of their personal holdings of
CTR Shares. Details of CTR Shares subject to those undertakings are as
follows:
Approximate % of
CTR's current issued
Director CTR Shares share capital
Rupert N Hambro 20,000 0.003
David Howell Options over 2,000,000 0.270
Total: Less than one per cent.
Pursuant to such irrevocable undertakings, the directors covenant, inter
alia and subject to their fiduciary duties as directors, (i) in the
announcement of the Offer and in the offer document for the Offer, to
recommend all shareholders of CTR to accept the Offer, (ii) to co-operate
with CTR in the production of an offer document containing the Offer and,
among other things, to provide the information required by Rules 24 and 25
of the City Code and to take responsibility for the information in the
offer document relating to CTR, its directors, their close families and
any related companies and trusts in the terms required or permitted by
Rule 19.2 of the City Code, and (iii) not to solicit any offers for CTR
Shares or CTR ADSs until the later of 28 days after 29 July 1997 and the
date on which the Offer Closes.
(ii) OTHER SHAREHOLDERS
In addition, the following other shareholders have given undertakings to
accept the Offer in respect of their holdings of CTR Securities.
<TABLE>
<CAPTION>
Approximate % of
CTR CTR's current issued
Shareholder Shares CTR ADSs share capital
<S> <C> <C> <C>
Appaloosa Management L.P. --- 20,567,263 8.4
Commerzbank AG, London Branch 139,810,634 --- 18.9
Lloyds Bank Plc 55,156,860 --- 7.5
Loomis Sayles & Company, L.P. --- 762,179 0.3
National Westminster Bank Plc 52,865,249 --- 7.2
Royal Bank of Canada 16,968,557 --- 2.3
Total 44.5%
</TABLE>
Pursuant to their undertakings these shareholders covenant, inter alia (i)
not to solicit any general offer for CTR Shares or CTR ADSs from any third
party, and (ii) not to withdraw their acceptances in respect of the CTR
Securities outlined above. The undertakings will cease to be binding if a
higher competing offer for CTR is announced.
6. SERVICE AGREEMENTS OF THE EXECUTIVE DIRECTOR, NON-EXECUTIVE CHAIRMAN AND
COMPANY SECRETARY OF CTR AND RELATED MATTERS
David Howell has a service agreement dated 9 April 1996 under which his
employment as Finance Director of the CTR Group commenced on 9 April 1996,
and continues until terminated by either party giving 12 months' notice in
writing. His current annual basic salary is (pounds)108,150 and is subject
to annual review. On termination of Mr. Howell's employment in
circumstances where he has an offer of employment from a competitor, CTR
may seek to enforce the non-compete covenant in Mr. Howell's service
agreement by entering into an agreement with him to pay him a sum equal to
the salary he would have received from CTR during a specified "restricted
period" during which
IV-6
<PAGE>
the non-compete covenant applies to him (inclusive of any other sum paid
to him in respect of the period after termination). The restricted period
is six months if his employment is terminated with due notice and twelve
months if it is terminated without due notice, or such other period as CTR
and Mr. Howell may agree. This provision does not apply on a termination
where Mr. Howell is in material breach of his service agreement, has been
absent due to sickness for more than twelve months in any year, or has
committed an act of bankruptcy.
CTR has agreed to make pension contributions equal to 15 per cent. of Mr.
Howell's annual salary subject to his making contributions of five per
cent of his annual salary. Mr. Howell is entitled to have the use of a
fully expensed motor car up to a lease cost of (pounds)750 per month. He
is also entitled to free medical expenses insurance, long term disability
insurance, accident insurance and life insurance cover of three times his
annual salary.
Mr. Howell has a contractual right to a bonus for 1997/1998 of 30 per
cent. of salary based on the CTR Group achieving an agreed profit before
exceptional items and tax (calculated at budget exchange rates).
Ian McMaster Clubb has a service agreement dated 12 January 1995 under
which his employment as Chairman and Chief Executive commenced on 21
December 1994 and continues until terminated by either party giving 12
month's notice in writing. On 31 January 1997, Mr. Clubb reverted to the
status of non-executive Chairman and his annual basic salary was reduced
from (pounds)150,000 to (pounds)100,000 under his service agreement, which
salary is subject to annual review. On termination of Mr. Clubb's
employment CTR may make a payment of salary in lieu of notice.
The Remuneration Committee of the CTR board of directors has agreed that,
upon this offer for the whole of the issued share capital of CTR becoming
wholly unconditional, Mr. Clubb will receive a bonus of (pounds)250,000.
Simon Enoch has a service agreement dated 10 October 1994 under which his
employment as General Counsel and Secretary of the CTR Group commenced on
24 October 1994, and continues until terminated by either party giving 6
months notice in writing. His current annual basic salary is
(pounds)83,000 and is subject to annual review. On termination of Mr.
Enoch's employment in circumstances where he has an offer of employment
from a competitor, CTR may seek to enforce the non-compete covenant in Mr.
Enoch's service agreement by entering into an agreement with him to pay
him a sum equal to the salary he would have received from CTR during a
specified "restricted period" during which the non-compete covenant
applies to him. The restricted period is six months if the employment is
terminated with due notice and twelve months if it is terminated without
due notice, or such other period as CTR and Mr. Enoch may agree. This
provision does not apply on a termination where Mr. Enoch is in breach of
his service agreement, has been absent due to sickness for more than
twelve months in any year, or has committed an act of bankruptcy.
CTR has agreed to make pension contributions equal to 10 per cent. of Mr.
Enoch's annual salary subject to his making contributions of five per
cent. of his annual salary. Mr. Enoch is entitled to have the use of a
fully expensed motor car up to a lease cost of (pounds)650 per month. He
is also entitled to free medical expenses insurance, long term disability
insurance and life insurance cover of three times his salary.
Mr. Enoch has a contractual right to a bonus for 1997/1998 of 30 per cent.
of salary based on the CTR Group achieving an agreed profit before
exceptional items and tax (calculated at budget exchange rates).
7. OTHER INFORMATION
(a) There is no agreement, arrangement or understanding (including any
compensation arrangement) between GE Capital or any person acting in
concert with it for the purposes of the Offer and any of the directors,
recent directors, shareholders or recent shareholders of CTR having any
connection with or dependence upon, or which is conditional on, the
outcome of the Offer.
(b) No proposal exists in connection with the Offer for any payment or other
benefit to be made or given by GE Capital or any person acting in concert
with it for the purpose of the Offer to any
IV-7
<PAGE>
director of CTR as compensation for loss of office or as consideration for
or in connection with his retirement from office.
(c) There is no agreement, arrangement or understanding whereby the beneficial
ownership of any of CTR Securities to be acquired pursuant to the Offer
will be transferred to any other person.
(d) Each of Lazard Brothers and Deutsche Morgan Grenfell has given and not
withdrawn its written consent to the issue of this document with the
references to its name and the context in which it appears. Lazard
Brothers and Deutsche Morgan Grenfell are regulated in the United Kingdom
by The Securities and Futures Authority Limited.
(e) Save as disclosed in this document, there has been no material change in
the financial or trading position of GE Capital since 31 December 1996 or
the financial or trading position of CTR since 30 April 1997.
(f) Lazard Brothers is satisfied that the financial resources necessary to
implement the Offer in full are available to GE Capital.
8. MATERIAL CONTRACTS
(a) There are no contracts which have been entered into by any member of the
GE Capital Group otherwise than in the ordinary course of business since
29 July 1995 (the date two years prior to the commencement of the Offer
period) which are or may be material.
(b) The following contracts, not being contracts entered into in the ordinary
course of business, have been entered into by CTR or its subsidiaries
since 29 July 1995 (being two years prior to the commencement of the Offer
period) and are or may be material:
(i) An agreement dated 30 May 1996 together with a supplemental
agreement dated 27 June 1996, both between CTR and Tiphook Rail
Limited, where CTR sold, subject to certain warranties and
indemnities, to Tiphook Rail Limited the business and substantially
all the assets of CTR's Rail Division, for a total consideration of
(pounds)26.7 million of which net proceeds, after the repayment of
finance leases associated with the sale, were (pounds)13.3 million.
(ii) A Debt Restructuring Agreement dated 14 May 1996 entered into
between, inter alia, CTR, certain subsidiaries of CTR and National
Westminster Bank Plc acting as agent for various banks set out
therein (the "Banks") pursuant to which the Banks, inter alia,
agreed: (i) to subscribe for 275,596,370 CTR Shares in consideration
for the Banks treating as satisfied approximately (pounds)93,757,300
of indebtedness owed by CTR to the Banks; (ii) to vote in favour of
the financial restructuring of CTR; and (iii) to refinance existing
banking facilities. Under this agreement CTR provided certain
representations and warranties relating, inter alia, to the CTR
Group and an indemnity in relation to matters arising from the
financial reconstruction, inter alia, to each of the Banks.
(iii) An Indenture among CTR Finance Corporation as issuer, CTR, certain
subsidiaries of CTR and State Street Bank and Trust Company, as
trustee (the "Noteholder Trustee") dated 26 July 1996 pursuant to
which CTR Finance Corporation issued (at the direction of CTR and in
consideration for a note payable from CTR) $238.5 million aggregate
principal amount of 9.5 per cent. guaranteed secured notes due
30 April 2003 (the "Notes"). Interest on the Notes is payable
semi-annually on 1 November and 1 May of each year, commencing 1
November 1996. The Notes are transferable and subject to early
redemption by CTR in certain circumstances.
Pursuant to the terms of the Indenture, upon a change of control of
CTR, CTR is required to make an offer to repurchase the Notes at a
price equal to the principal amount plus accrued and unpaid interest
to the date of payment, together with a premium. The Indenture also
provides that CTR may at any time redeem such bond indebtedness at
its option at a price equal to the principal amount thereof, plus
accrued and unpaid interest to the date of redemption, together with
a premium.
The Indenture includes various restrictions on inter alia the
carrying on of the business of the CTR Group including certain
limitations on incurring indebtedness.
IV-8
<PAGE>
The Notes and all obligations of CTR Finance Corporation relating to
them are jointly and severally unconditionally guaranteed by CTR and
certain subsidiaries of CTR.
(iv) A Credit Agreement dated 26 July 1996 entered into between inter
alia CTR, certain of its subsidiaries, and the Banks, pursuant to
which the Banks made available to the following members of the CTR
Group the following facilities subject to certain conditions:
(1) to Tiphook Financial Services Limited ("TFS"), a term loan
facility (the "Term Loan Facility") in a maximum principal
amount of (pounds)82,149,525 plus an amount equal to certain
accrued but unpaid interest, to be denominated in Sterling,
Deutschemarks, French Francs, Danish Kroner and Dutch Guilders
and which was made available to TFS in five tranches on a
committed basis;
(2) an overdraft facility as follows:
(a) to Central Trailer Rentco GmbH, an overdraft facility in
the maximum net principal amount of DM4,463,062; and
(b) to CTR and certain of its subsidiaries, an overdraft in
the maximum net amount of (pounds)10,000,000; and
(3) to TFS, the borrowers referred to in clause (2) above and
certain additional borrowers, a foreign forward exchange
facility in the maximum principal amount of
(pounds)40,000,000.
The facilities which are made available under the Credit Agreement
are secured by charges over the shares of the subsidiaries of CTR
and by fixed and floating charges over the assets of the
subsidiaries of CTR.
Interest on the Term Loan Facility is payable at the rate of the
London inter-bank offered rate plus 1.75% per annum plus, in the
case of advances denominated in Sterling, mandatory liquid asset
costs. Interest on the overdraft facility and the foreign forward
exchange facility are payable at the rate of 1.75% plus the base
rate from time to time of Lloyds Bank Plc or Commerzbank A.G. per
annum.
The Credit Agreement includes various negative covenants in relation
to the running of the CTR Group's business including restrictions on
the indebtedness of the CTR Group. It includes provision for a
prepayment premium in the event of early repayment of amounts due
under the Credit Agreement.
Under the Credit Agreement CTR gave representations and warranties
to the Banks in respect of various aspects of the CTR Group's
business.
The Term Loan Facility is repayable in full and the overdraft
facility terminates on 30 April 2003.
(v) An Intercreditor Agreement dated 26 July 1996 entered into between
inter alia CTR, certain of its subsidiaries, the Noteholder Trustee
and the Banks, pursuant to which certain matters relating to the
liability of the CTR Group to the Banks (in respect of the
facilities made available by them under the Credit Agreement) and
the holders of the Notes (pursuant to the Indenture) are agreed.
Pursuant to the Intercreditor Agreement a security trustee (the
"Security Trustee") is appointed by the Noteholder Trustee on behalf
of the holders of the Notes and the Banks to, inter alia, enforce
the following security relating to the indebtedness of the CTR Group
in specified circumstances:
(1) fixed charges over certain specified assets of the CTR Group,
including real property, and floating charges over all other
assets of specified members of the CTR Group, including
trailers, in each case pursuant to mortgage debentures;
(2) share pledges of all the share capital of certain specified
subsidiaries of CTR;
(3) to the extent funds are made available to non-UK subsidiaries
to purchase trailers, fixed charges over such trailers given
by such non-UK subsidiaries; and
IV-9
<PAGE>
(4) a security interest over the intercompany notes given by CTR
to the CTR Finance Corporation in respect of the Notes and in
all other assets of the CTR Finance Corporation granted in
favour of the security trustee for the benefit of inter alia
the holders of the Notes and the Banks.
The Intercreditor Agreement specifies how the Security Trustee may
enforce such security and specifies how the distribution of proceeds
received as a result of such enforcement should be made among the
holders of the Notes and the Banks. The provisions relating to
distribution provide inter alia that the holders of the Notes and
the Banks will rank pari passu. In addition, the Intercreditor
Agreement allows certain asset finance agreements which rank for
security over the assets of the CTR Group in priority to the Banks
and holders of the Notes to be entered into by the CTR Group.
(vi) Under a Conditional Sale Facilities Agreement, dated 15 April 1997,
between Central Transport Hire Purchase Limited, CTR, Central
Trailer Rentco Limited, the financial institutions specified therein
as the Asset Financiers and Societe Generale as Agent and Trustee
for the Asset Financiers, the Asset Financiers agreed, subject to
certain conditions, to make available a conditional sale facility to
Central Transport Rental Hire Purchase Limited. Liabilities under
this conditional sale facility are secured upon the assets of the
CTR Group. The Asset Financiers have agreed pursuant to the
Conditional Sale Facilities Agreement to make available facilities
of up to (pounds)17 million. As at the date of this document the CTR
Group has not drawn down any amounts under the Conditional Sale
Facilities Agreement.
9. BACKGROUND TO THE OFFER
Between November 1993 and May 1995, GE Capital and CTR and their respective
representatives held various discussions regarding a possible acquisition of all
or part of CTR by GE Capital. During this time period, a confidentiality
agreement was entered into between GE Capital and CTR and confidential
information regarding CTR's rail division was exchanged between the parties.
Another confidentiality agreement was entered into between GE Capital and CTR in
June 1995, and between June 1995 and October 1995 confidential information
relating to CTR and GE Capital was exchanged between the parties. At various
occasions during this time period, certain representatives of GE Capital and CTR
met to discuss the possible acquisition of CTR by GE Capital. No agreement as to
such an acquisition was reached and discussions had terminated by 16 May 1996
when CTR announced its financial restructuring proposals.
On 11 April 1997, new discussions regarding a possible acquisition of CTR by GE
Capital commenced. Another confidentiality agreement was entered into between
Transport International Pool, Inc., a wholly-owned subsidiary of GE Capital, and
CTR and further information was exchanged between the parties.
On 6 June 1997, Mr. Bradley, Mr. Breedlove and Mr. Millay of Transport
International Pool, Inc., Mr. Clubb and Mr. Howell of CTR and Lazard Brothers
met to discuss the possible acquisition of CTR by GE Capital. Mr. Bradley
indicated a total value for CTR which was below the value range that CTR
considered sufficient to take to shareholders. CTR agreed to provide GE Capital
with the results for the year to 30 April 1997 with a view to GE Capital making
a further proposal.
Another meeting between the parties was held on 16 June 1997 to discuss a
revised valuation, GE Capital's intention to request irrevocable undertakings
from some of CTR's shareholders and conditions relating to environmental and
competition issues.
Following a board meeting held on 23 June 1997, Mr. Clubb called Mr. Bradley to
inform him that the CTR board had authorised Mr. Clubb to proceed with
discussions regarding the possibility of an offer at 16 pence per CTR share.
GE Capital then conducted limited due diligence (including a meeting with CTR's
auditors and tax advisors) and commenced preparation of a press announcement and
other necessary documents which involved several meetings and communications
between representatives of the two parties and their appointed advisors.
IV-10
<PAGE>
Approval of the Offer in principle by each of the Boards of CTR and GE Capital
was given on 22 July 1997 and 24 June 1997 respectively.
Following the execution of undertakings from shareholders representing in
aggregate approximately 44.5 per cent. of the current issued share capital of
CTR, GE Capital and CTR issued a press announcement announcing the Offer on 29
July 1997.
10. COMPULSORY ACQUISITION
If, within four months after the date of this document, as a result of the Offer
or otherwise, GE Capital acquires or contracts to acquire CTR Securities
representing at least 90 per cent. in value of CTR Securities to which the Offer
relates, then (a) GE Capital will be entitled and intends to effect the
compulsory acquisition procedures provided for in sections 428 to 430F of the
Companies Act to compel the purchase of any outstanding CTR Securities on the
same terms as provided in the Offer in accordance with the relevant procedures
and time limits described in such Act, and (b) a holder of CTR Securities may
require GE Capital to purchase his CTR Securities on the same terms as provided
in the Offer in accordance with the relevant procedures and time limits
described in section 430A of the Companies Act.
If for any reason the above-mentioned compulsory acquisition procedures are not
invoked, GE Capital will evaluate other alternatives to obtain the remaining CTR
Securities not purchased pursuant to the Offer or otherwise. Such alternatives
could include acquiring additional CTR Securities in the open market after the
Offer has closed, in privately negotiated transactions, through another offer to
purchase, by means of a scheme of arrangement under the Companies Act or
otherwise. Any such additional acquisitions could be for a consideration greater
or less than, or equal to, the consideration for CTR Securities under the Offer.
However, under the City Code, except with the consent of the Panel, GE Capital
may not acquire any CTR Securities on better terms than those of the Offer
within six months of the termination of the Offer if GE Capital, together with
any persons acting in concert with it (as defined by the City Code), holds
shares carrying more than 50 per cent. of the voting rights normally exercisable
at general meetings of CTR.
Holders of CTR Securities do not have appraisal rights as a result of the Offer.
However, in the event that the compulsory acquisition procedures referred to
above are available to GE Capital, holders of CTR Securities whose CTR
Securities have not been purchased pursuant to the Offer will have certain
rights to object under section 430C of the Companies Act.
11. CERTAIN CONSEQUENCES OF THE OFFER
(a) MARKET EFFECT
The purchase of CTR Securities pursuant to the Offer will reduce the
number of holders of CTR Securities and the number of CTR Securities that
might otherwise trade publicly and, depending upon the number of CTR
Securities so purchased, could adversely affect the liquidity and market
value of the remaining CTR Securities held by the public. In addition, CTR
Shares will cease to be listed on the London Stock Exchange and CTR ADSs
will cease to be listed on the NYSE if GE Capital completes the compulsory
acquisition procedures referred to in paragraph 10 above of this Appendix
IV. In addition if all Conditions are satisfied, fulfilled or, where
permitted, waived and GE Capital acquires or contracts to acquire,
pursuant to the Offer or otherwise, CTR Securities giving it more than 75
per cent. of voting rights at general meetings of CTR, but GE Capital is
not in a position to effect the compulsory acquisition of all outstanding
CTR Securities in accordance with the relevant procedures and time limits
of the Companies Act referred to above, GE Capital intends to seek to
procure the making of an application by CTR to the London Stock Exchange
for CTR Shares to be delisted and the making of an application by CTR to
the NYSE for CTR ADSs to be delisted and to cause CTR to terminate the CTR
ADR facility in accordance with the deposit agreement relating thereto.
(b) PUBLIC AVAILABILITY OF INFORMATION
In the event that CTR Shares continue to be listed on the London Stock
Exchange following the purchase of CTR Securities pursuant to the Offer,
holders of CTR Shares who have not tendered their CTR Shares pursuant to
the Offer will continue to receive the same financial and other
information from CTR that CTR is presently required by the rules of the
London Stock Exchange to send to such holders. If CTR Shares are no longer
listed on the London Stock Exchange
IV-11
<PAGE>
following the Offer, CTR would no longer be required by those rules to
make publicly available such financial and other information.
CTR ADSs are currently registered under the Exchange Act. Registration of
such CTR ADSs may be terminated upon application of CTR to the SEC if CTR
ADSs are neither listed on a national securities exchange nor held by 300
or more beneficial owners in the US. Termination of registration of CTR
ADSs under the Exchange Act would substantially reduce the information
required to be furnished by CTR to holders of CTR ADSs and to the SEC and
would make certain provisions of the Exchange Act, such as the
requirements of Rule 13e-3 thereunder with respect to "going private"
transactions, no longer applicable to CTR. Furthermore, "affiliates" of
CTR and persons holding "restricted securities" of CTR may be deprived of
the ability to dispose of such securities pursuant to Rule 144 promulgated
under the Securities Act. If, as a result of the purchase of CTR ADSs
pursuant to the Offer and prior to completing the compulsory acquisition
procedures referred to in paragraph 10 above, CTR is not required to
maintain registration of CTR ADSs under the Exchange Act, GE Capital
intends to cause CTR to apply for termination of such registration. If
registration of CTR ADSs is not terminated prior to completion of the
aforementioned compulsory acquisition procedures, then CTR ADSs will cease
trading on the NYSE and the registration of CTR ADSs under the Exchange
Act would be terminated following completion of the aforementioned
compulsory acquisition procedures.
(c) MARGIN SECURITIES
CTR ADSs are currently "margin securities" under the regulations of the
Board of Governors of the US Federal Reserve System, which status has the
effect, among other things, of allowing US brokers to extend credit on the
collateral of CTR ADSs for purposes of buying, carrying and trading in
securities ("Purpose Loans"). Depending on factors such as the number of
holders of record of CTR ADSs and the number and market value of publicly
held CTR ADSs following the purchase of CTR pursuant to the Offer, it is
possible that CTR ADSs would no longer be eligible for listing on the
NYSE. As a result, CTR ADSs might no longer constitute margin securities
and, therefore, could no longer be used as collateral for Purpose Loans
made by US brokers.
12. LEGAL AND REGULATORY MATTERS
(a) GENERAL
Except as set out herein and other than the requirement to comply with the
Panel's requirements in relation to the City Code and with applicable US
federal securities laws, GE Capital is not aware of (i) any licence or
regulatory permit that appears to be material to the business of CTR which
might be adversely affected by GE Capital's acquisition of CTR Securities
as contemplated herein, or (ii) any approval or other action by any
domestic or foreign governmental, administrative or regulatory agency or
authority that appears to be material to CTR and required for the
acquisition or ownership of CTR by GE Capital as contemplated herein.
Should any such approval or other action be required, GE Capital currently
contemplates that such approval or other action would be sought. There can
be no assurance that any such approval or other action, if needed, would
be obtained without substantial conditions being attached thereto or that
failure to obtain any such approval or other action might not result in
consequences adverse to CTR's business.
(b) UK COMPETITION LAWS
The Offer gives rise to a merger situation qualifying for investigation
under section 64 of the Fair Trading Act 1973. The Offer is therefore
conditional on an announcement being made in terms reasonably satisfactory
to GE Capital that it is not the intention of the Secretary of State for
Trade and Industry to refer the proposed acquisition of CTR by GE Capital,
or any matters arising from it, to the Monopolies and Mergers Commission.
In that connection, GE Capital has notified the proposed transaction to
the Office of Fair Trading under the merger control provisions of the Fair
Trading Act.
(c) GERMAN COMPETITION LAWS
Notification of the Offer to the Federal Cartel Office is required under
the German merger control rules (GWB section 24(a)(1)) which provide that
the transaction may not be completed prior to clearance by the Federal
Cartel Office (GWB section 24(a)(4)) or expiry of the relevant waiting
periods without the Federal Cartel Office having prohibited the merger.
The Offer is
IV-12
<PAGE>
therefore conditional on approval of the transaction by the Federal Cartel
Office in terms reasonably satisfactory to GE Capital and on no remedial
conditions being imposed which GE Capital reasonably considers
unsatisfactory. In that connection, the Offer has been notified to the
Federal Cartel Office.
(d) BELGIAN COMPETITION LAWS
Notification of the Offer to the Belgian Competition Service is required
under the Belgian merger control rules. Those rules provide that, until
the Belgian Competition Council takes a decision as to the admissibility
of the concentration, the undertakings concerned may only take those
measures related to the concentration which do not hinder the
reversibility of the concentration or lead to a lasting change in the
structure of the market. The Offer is therefore conditional on the grant
of approval by the Belgian Competition Council in terms reasonably
satisfactory to GE Capital. In this connection, the Offer has been
notified to the Belgian Competition Service.
(e) US STATE TAKE-OVER LAWS
A number of states of the US have adopted take-over laws and regulations
which purport, in varying degrees, to be applicable to attempts to acquire
securities of corporations which have substantial assets, shareholders,
principal executive offices or principal places of business in such
states. GE Capital believes that no such US state take-over statutes apply
to the Offer and GE Capital has not attempted to comply with any such US
state take-over statutes in connection with the Offer. GE Capital reserves
the right to challenge the validity or applicability of any US state law
allegedly applicable to the Offer and nothing in this document nor any
action taken in connection herewith is intended as a waiver of that right.
In the event that any US state take-over statute is asserted to be
applicable to the Offer and an appropriate court does not determine that
such law or regulation is not applicable to the Offer, GE Capital might be
required to file certain information with, or to receive approvals from,
the relevant US state authorities and might be unable to purchase CTR
Securities pursuant to the Offer or be delayed in continuing or
consummating the Offer. In such case, GE Capital may not be obliged to
purchase such CTR Securities.
(f) LAWS OF OTHER JURISDICTIONS
CTR and certain of its subsidiaries conduct business in certain countries
in addition to the UK, Germany and Belgium where regulatory filings or
approvals may be required in connection with the Offer. Certain of such
filings or approvals, if required, may not be made or obtained prior to
the expiry of the Offer. There is no assurance that any such approvals
would be obtained or that adverse consequences to GE Capital's or CTR's
business might not result from a failure to obtain such approvals or from
conditions that might be imposed in connection therewith.
13. UNITED KINGDOM TAXATION
THE FOLLOWING PARAGRAPHS, WHICH ARE INTENDED AS A GENERAL GUIDE ONLY, ARE BASED
ON CURRENT UK LEGISLATION AND INLAND REVENUE PRACTICE. THEY SUMMARISE CERTAIN
LIMITED ASPECTS OF THE UK TAXATION TREATMENT OF THE ACCEPTANCE OF THE OFFER.
THEY RELATE ONLY TO THE POSITION OF HOLDERS OF CTR SHARES WHO ARE THE BENEFICIAL
OWNERS OF THEIR CTR SHARES, WHO HOLD THEIR CTR SHARES (OTHERWISE THAN UNDER A
PERSONAL EQUITY PLAN) AS AN INVESTMENT, AND WHO ARE RESIDENT IN THE UK FOR TAX
PURPOSES.
SHAREHOLDERS WHO ARE IN ANY DOUBT AS TO THEIR TAXATION POSITION OR WHO MAY BE
SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK, SHOULD CONSULT AN
INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.
(a) UK TAXATION OF CHARGEABLE GAINS
Liability to UK taxation on chargeable gains will depend on the individual
circumstances of holders of CTR Shares. A valid acceptance of the Offer by
a holder of CTR Shares will constitute a disposal, or a part disposal
(depending on whether the relevant holder accepts the Offer in respect of
all or part of his holdings of CTR Shares for UK tax purposes) of such
holder's CTR Shares for the purposes of UK taxation of capital gains. Such
a disposal may, depending on such holder's particular circumstances, give
rise to a liability to UK taxation of capital gains.
IV-13
<PAGE>
(b) GENERAL
Special tax provisions may apply to holders of CTR Shares who have
acquired or acquire their CTR Shares by exercising options under the CTR
Share Schemes, including provisions imposing a charge to income tax, and
further information will be provided to such holders at a later date.
(c) STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")
This is intended as a guide to the general position and does not relate to
persons such as market makers, brokers, dealers and person connected with
depositary arrangements or clearance services, to whom special rules
apply.
No stamp duty or SDRT will be payable by holders of CTR Shares as a result
of accepting the Offer.
14. UNITED STATES FEDERAL INCOME TAXATION FOR UNITED STATES RESIDENTS
The following paragraphs address certain United States federal income tax
consequences applicable to holders of CTR Securities that are citizens or
residents of the United States, United States domestic corporations or otherwise
taxable as United States residents. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), administrative pronouncements,
judicial decisions and existing and proposed Treasury Regulations, changes to
any of which (which may be retroactive) may affect the tax consequences
described herein. This summary assumes that CTR Securities have been held as
capital assets. It does not address the tax treatment of individuals who have
received CTR Securities in connection with employment, such as by the exercise
of options granted to employees. This summary also assumes that CTR is not and
has never been either a passive foreign investment company or a controlled
foreign corporation for US federal income tax purposes. This summary does not
discuss all tax consequences that may be relevant to a holder of CTR Securities
in the light of such holder's particular circumstances or to holders subject to
special rules, such as certain financial institutions, regulated investment
companies, insurance companies, dealers in securities, exempt organisations and
holders that are residents of countries other than the United States or whose
functional currency is not the United States dollar.
In general, a holder of CTR Securities that sells such securities pursuant to
this Offer will, for United States federal income tax purposes, recognise a gain
or loss equal to the difference between such holder's U.S. dollar adjusted tax
basis in CTR Securities transferred and the U.S. dollar value of the amount of
cash received in exchange therefor. Such gain or loss will generally be capital
gain or loss and will be long-term capital gain or loss if, on the date of sale,
CTR Securities were considered for US federal income tax purposes to have been
held for more than one year. In addition, an accrual basis holder of CTR
Securities that sells such securities pursuant to the Offer and does not elect
to be treated as a cash basis taxpayer pursuant to the foreign currency exchange
regulations may have a foreign currency exchange gain or loss for United States
federal income tax purposes because of differences between the US dollars/pounds
sterling exchange rates prevailing on the date of sale and on the date of
payment. Any such currency gain or loss would be treated as ordinary income or
loss and would be in addition to the gain or loss realised by the holder on the
disposition of CTR Securities pursuant to the Offer.
A holder of CTR Securities may be subject to US back-up federal income tax
withholding with respect to the cash payment if (i) the holder fails to furnish
a taxpayer identification number ("TIN") to the payer or establish an exemption
from back-up withholding, (ii) the US Internal Revenue Service notifies the
payer that the TIN furnished by the holder is incorrect, (iii) there has been a
notified payee underreporting with respect to interest or dividends described in
section 3406(c) of the Code, or (iv) there is a failure of the holder to certify
under the penalty of perjury that the holder is not subject to withholding as
described in section 3406 of the Code.
To prevent back-up withholding on any cash payment delivered pursuant to the
Offer, each holder of CTR ADSs that accepts the Offer by means of the Letter of
Transmittal and each holder of CTR Shares that accepts the Offer by sending the
Form of Acceptance to the US Depositary must provide the US Depositary with that
holder's correct taxpayer identification number and certify that the holder is
not subject to US back-up federal income tax withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal or Form of Acceptance,
or, if the holder is a non-resident alien or foreign entity for US federal
income tax purposes, establish an exemption from US back-up federal income tax
IV-14
<PAGE>
withholding by completing a Form W-8, Certificate of Foreign Status, a copy of
which is available, upon request, from either the US Depositary or the US
Internal Revenue Service.
THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS INTENDED TO BE A
SUMMARY OF THE PRINCIPAL UNITED STATES FEDERAL iNCOME TAX CONSIDERATIONS OF THE
OFFER. EACH HOLDER OF CTR SECURITIES SHOULD CONSULT THE HOLDER'S OWN TAX ADVISER
CONCERNING THE UNITED STATES FEDERAL AND APPLICABLE US STATE, LOCAL, FOREIGN AND
OTHER TAX CONSEQUENCES OF THE OFFER.
15. FEES AND EXPENSES
Pursuant to letters between GE Capital and Lazard Brothers dated November 1995
and June 1997 (together the "Engagement Letters"), Lazard Brothers is acting as
financial adviser to GE Capital in connection with the Offer. Pursuant to the
terms of the Engagement Letters, Lazard Brothers will receive a total of
(pounds)1.25 million as compensation for its services as financial adviser to GE
Capital together with reimbursement for its reasonable out of pocket expenses,
in the event that the Offer is declared wholly unconditional. In addition, GE
Capital has agreed to indemnify Lazard Brothers and any company within the
Lazard Brothers Group against, inter alia, certain losses and expenses arising
out of the engagement or performance by Lazard Brothers of its duties pursuant
to the Engagement Letters.
Pursuant to an agreement dated 4 August 1997 (the "US Dealer Manager
Agreement"), GE Capital has retained Lazard Freres, as US Dealer Manager for the
Offer in the United States to perform those services in connection with the
Offer as are customarily performed in the United States by investment banking
concerns acting as dealer manager in connection with offers of a like nature. No
additional fee will become payable by GE Capital under the terms of the US
Dealer Management Agreement. In addition under the terms of the US Dealer
Manager Agreement, GE Capital has agreed to indemnify Lazard Freres and certain
other persons against certain liabilities and expenses which may be incurred in
connection with the Offer including liabilities under the US federal securities
laws.
GE Capital has retained The Royal Bank of Scotland as the UK Receiving Agent,
The Bank of New York as the US Depositary, and Georgeson as the Information
Agent. GE Capital will pay the UK Receiving Agent, the US Depositary and the
Information Agent reasonable and customary compensation for their services in
connection with the Offer, together with reimbursement of out of pocket
expenses. GE Capital will indemnify the US Depositary and the Information Agent
against certain liabilities and expenses in connection therewith, including
liabilities under the US federal securities laws. Brokers, dealers, commercial
banks and trust companies will be reimbursed by GE Capital for customary mailing
and handling expenses incurred by them in forwarding material to their
customers.
GE Capital will not pay any fees or commissions to any broker or dealer or any
other person for soliciting acceptances of the Offer (other than to Lazard
Brothers and its associates and the Information Agent, as described above).
Deutsche Morgan Grenfell is acting as financial adviser to CTR in connection
with the Offer. Pursuant to a letter agreement dated 16 July 1997 between CTR
and Deutsche Morgan Grenfell, Deutsche Morgan Grenfell will receive
(pounds)900,000 as compensation for its services in the event that the Offer
becomes or is declared unconditional in all respects. In addition, the letter
agreement further provides that in any event CTR will reimburse Deutsche Morgan
Grenfell for its out-of-pocket expenses and indemnify Deutsche Morgan Grenfell
against certain expenses and liabilities in connection with its engagement.
16. SOURCES OF INFORMATION AND BASES OF CALCULATION
(a) The value of the current issued share capital of CTR is based upon 738.1
million CTR Shares (including those represented by ADSs) in issue on 1
August 1997.
(b) The Offer premium to the Closing Price of a CTR ADS is calculated using an
exchange rate of (pound)1 = $1.6650 as stated in the Wall Street Journal
dated 28 July 1997.
17. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the documents listed below may be inspected at the offices of
Slaughter and May, 35 Basinghall Street, London EC2V 5DB during usual business
hours on any weekday (Saturdays, Sundays and public holidays excepted) whilst
the Offer remains open for acceptance:
(a) the organisation documents and bylaws of GE Capital;
IV-15
<PAGE>
(b) the Memorandum and Articles of Association of CTR;
(c) the published audited financial statements of GE Capital for the two
years ended 31 December 1996, together with the notes thereto;
(d) the unaudited quarterly statement of GE Capital for the three months
ended 29 March 1997;
(e) the audited financial statements of CTR for the year ended 30 April
1996 and CTR's Annual Report on Form 20-F for the year ended 30
April 1997, incorporating the audited financial statements of CTR
for the year then ended;
(f) the undertakings referred to in paragraph 5 above;
(g) the consents referred to in paragraph 7(d) above; and
(h) the material contracts referred to in paragraph 8 above.
In addition, CTR is subject to the information reporting requirements of the
Exchange Act and in accordance therewith files reports and other information
with the SEC, including an Annual Report on Form 20-F, which contain additional
financial and other information with respect to CTR. The reports and other
information filed by CTR with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington D.C. 20549 and at the public reference facilities in
the SEC's Regional Offices at Seven World Trade Centre, 13th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such information may be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington D.C.
20549 at prescribed rates. In addition, such material may be inspected and
copied at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005, on which exchange CTR ADSs are listed. Copies of CTR's Annual
Report on Form 20-F for the fiscal year ended 30 April 1997 may also be
inspected at the offices of Slaughter and May as set out above.
IV-16
<PAGE>
APPENDIX V
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Acceptance Condition" the Condition as to acceptances set
out in paragraph (a) of Part A of
Appendix I
"Acceptance Form" the Form of Acceptance and, with
respect to holders of CTR ADSs
only, the Letter of Transmittal and
Notice of Guaranteed Delivery
accompanying this document or any
subsequent document
"Banks" Barclays Bank plc, Commerzbank AG,
Lloyds Bank plc, National
Westminster Bank plc and Royal Bank
of Canada
"Board" or "Directors" the directors of GE Capital
"Book-Entry Confirmation" the confirmation of a book-entry
transfer of CTR ADSs into the US
Depositary's account at a
Book-Entry Transfer Facility
"Book-Entry Transfer Facility" each of The Depository Trust
Company and the Philadelphia
Depository Trust Company, together
the "Book-Entry Transfer
Facilities"
"Business Day" has the meaning set forth in Rule
14d-1 of the Exchange Act
"certificated" or "in certificated form" a share or other security which is
not in uncertificated form
"City Code" The City Code on Takeovers and
Mergers of the UK
"Class Action Litigation" the amended consolidated class
action of 17 January 1994 brought
against CTR, certain of its
directors, Tiphook Finance
Corporation and the underwriters
(Salomon Brothers Inc., Shearson
Lehman Brothers Inc., Donaldson,
Lufkin Jenrette Securities
Corporation and NatWest Capital
Markets Limited) in respect of
CTR's ADRs and $700 million
aggregate principal amount of Notes
issued in November 1992 and March
and April 1993.
"Closing Price" the closing middle market quotation
of a CTR Share as derived from the
London Stock Exchange Daily
Official List or the closing price
of a CTR ADS as derived from the
NYSE Composite Transactions
reporting system (as the case may
be)
"Companies Act" the Companies Act 1985 (as amended)
of England and Wales
"Conditions" the conditions of the Offer
described in Part A of Appendix I
and "Condition" means any one of
them
"Container Operations" substantially all the assets and
certain specified liabilities of
the container business of the CTR
Group sold pursuant to an asset
purchase agreement in March 1994
"CREST" the relevant system (as defined in
the Regulations) in respect of
which CRESTCo is the Operator (as
defined in the Regulations)
"CRESTCo" CRESTCo Limited
"CREST member" a person who has been admitted by
CRESTCo as a system-member (as
defined in the Regulations)
V-1
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"CREST participant" a person who is, in relation to
CREST, a system-participant (as
defined in the Regulations)
"CREST sponsor" a CREST participant admitted to
CREST as a sponsored member
"CREST sponsored member" a CREST member admitted to CREST as
a sponsored member
"CTR" Central Transport Rental Group plc
"CTR ADRs" American Depositary Receipts
evidencing CTR ADSs
"CTR ADSs" American Depositary Shares issued
in respect of CTR Shares, each
representing three CTR Shares
"CTR Group" CTR and its subsidiary and
associated undertakings and, where
necessary, each of them
"CTR Securities" CTR Shares and CTR ADSs (and, where
the context requires, either one of
them)
"CTR Shares" shares of 1p each in nominal value
in the share capital of CTR in
issue or allotted or issued prior
to the date on which the Offer
closes (or such earlier date, not
being earlier than the Initial
Closing Date, as GE Capital may
determine)
"CTR Share Schemes" The CTR Share Option Scheme, The
CTR Executive Share Option Scheme
1996 and The CTR Savings Related
Share Option Scheme
"Dealer Manager" Lazard Freres, in its capacity as
dealer manager for the Offer in the
US
"Deutsche Morgan Grenfell" Morgan Grenfell & Co. Limited
"Eligible Institution" a financial institution (including
most commercial banks, savings and
loan associations and brokerage
houses) which is a participant in
the Securities Transfer Agents
Medallion Program, the New York
Stock Exchange Medallion Program,
or the Stock Exchange Medallion
Program
"Escrow Account" the escrow account established in
respect of the sale of the
Container Operations of CTR, the
amounts held in escrow being
available to meet repair and other
claims by Transamerica Container
Acquisition Corporation, a
subsidiary of Transamerica
Corporation
"Exchange Act" the US Securities Exchange Act of
1934, as amended, and the rules and
regulations promulgated thereunder
"Financial Restructuring" the financial restructuring of the
CTR Group which involved a
substantial debt for equity swap
and was completed on 26 July 1996
"Form of Acceptance" the form of acceptance and
authority relating to the Offer
accompanying this document for use
by holders of CTR Shares (but not
by holders of CTR ADSs)
"GE Capital" General Electric Capital
Corporation
"GE Capital Group" GE Capital and its subsidiary
undertakings
"General Electric Company" General Electric Company, USA
V-2
<PAGE>
"Georgeson" Georgeson & Company Inc.
"Guaranteed Delivery Procedures" the guaranteed delivery procedures
for CTR ADSs set out in paragraph 7
of Part B of Appendix I
"Information Agent" Georgeson, in its capacity as
information agent for the Offer
"Initial Closing Date" 3 p.m. (London time), 10 a.m. (New
York City time) on 2 September
1997, unless GE Capital, in its
discretion, shall have extended the
Initial Offer Period, in which case
the term "Initial Closing Date"
shall mean the latest time and date
at which the Initial Offer Period
as so extended by GE Capital will
expire
"Initial Offer Period" the period from the date of this
document to and including the
Initial Closing Date
"Lazard Brothers" Lazard Brothers & Co., Limited
and/or Lazard Freres & Co. LLC as
the context requires
"Lazard Freres" Lazard Freres & Co. LLC
"Letter of Transmittal" the letter of transmittal relating
to the Offer accompanying this
document for use by holders of CTR
ADSs
"Listing Rules" the Listing Rules of the London
Stock Exchange
"London Stock Exchange" London Stock Exchange Limited
"member account ID" the identification code or number
attached to any member account in
CREST
"New Bank Credit Agreement" the credit agreement entered into
by the Banks, National Westminster
Bank plc in its capacity as agent,
CTR and certain of its subsidiaries
"New Bank Facilities" the new term loan facility, the new
overdraft facility and the new
forward foreign exchange (FFE)
facility of CTR
"New Indenture" the indenture between the New Note
Issuer, the New Subsidiary
Guarantors and the New Noteholders
Trustee under which the New Notes
have been issued
"New Note Issuer" Central Transport Rental Finance
Corporation, a newly-formed
Delaware Corporation and wholly
owned finance subsidiary of CTR
"New Noteholder Trustee" State Street Bank and Trust
Company, or any other trustee of
the New Notes appointed from time
to time pursuant to the New
Indenture
"New Notes" the New Note Issuer's 9 1/2% notes
due 30 April 2003
"New Subsidiary Guarantors" certain subsidiaries of CTR which
have provided guarantees for the
obligations of the New Note Issuer
to pay the principal, interest and
other amounts under the New Notes
"NYSE" the New York Stock Exchange
"Offer" the offer set out in this document
and the relevant Acceptance Form
made by Lazard Brothers on behalf
of GE Capital to acquire the CTR
Securities and any subsequent
revision variation, extension or
renewal of such offer
V-3
<PAGE>
"Old Bank Facilities" the CTR Group's old term loan
facility, old revolving facilities,
old overdraft facility and old
forward foreign exchange facility
"Old Notes" collectively 10 3/4% notes due on 1
November 2002, 8% notes due on 15
March 2000 and 7 1/8% notes due 1
May 1998 all of which were
guaranteed by certain subsidiaries
of the CTR Group
"Panel" the Panel on Takeovers and Mergers
of the UK
"participant ID" the identification code or
membership number used in CREST to
identify a particular CREST member
or other CREST participant
"Rail Division" the CTR Group's rail business and
all property and undertakings
relating thereto
"Regulations" the Uncertificated Securities
Regulations 1995 (SI 1995
No. 95/3272)
"Schmitz" Schmitz-Anhanger
Fahrzeugbau-Gesellschaft mbH & Co,
a company incorporated in Germany
"SEC" the US Securities and Exchange
Commission
"Securities Act" the US Securities Act of 1933, as
amended, and the rules and
regulations promulgated thereunder
"Subsequent Offer Period" the period following the Initial
Closing Date during which the Offer
remains open for acceptance
"TFE instruction" a Transfer from Escrow instruction
(as defined by the CREST Manual
issued by CRESTCo)
"The Royal Bank of Scotland" The Royal Bank of Scotland plc
"TIP Europe" T.I.P. Europe Limited
"TTE instruction" a Transfer to Escrow instruction
(as defined by the CREST Manual
issued by CRESTCo)
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK GAAP" UK generally accepted accounting
principles
"UK Receiving Agent" The Royal Bank of Scotland, in its
capacity as UK receiving agent to
the Offer
"uncertificated" or recorded on the relevant register
"in uncertificated form" of the share or security concerned
as being held in uncertificated
form in CREST, and title to which,
by virtue of the Regulations, may
be transferred by means of CREST
"United States" or "US" the United States of America, its
territories and possessions, any
State of the United States and the
District of Columbia, and all other
areas subject to its jurisdiction
"US Depositary" The Bank of New York, in its
capacity as US depositary
"US GAAP" US generally accepted accounting
principles
"(pound)" pound sterling, the lawful currency
of the United Kingdom
"$" United States dollar, the lawful
currency of the United States
V-4
<PAGE>
ACCEPTANCES IN RESPECT OF CTR SHARES
Duly completed Forms of Acceptance, accompanied by certificates in respect of
CTR Shares and/or other documents of title, should be delivered to the UK
Receiving Agent or the US Depositary at one of the addresses set out below.
The UK Receiving Agent for the Offer is: The Royal Bank of Scotland plc
Registrar's Department
New Issues Section
For information call: 0117 937 0672
By mail or by hand: By hand only:
PO Box 859 PO Box 633
Consort House 5-10 Great Tower Street
East Street London EC3
Bedminster
Bristol BS99 1XZ
ACCEPTANCES IN RESPECT OF CTR ADSs
Manually signed facsimile copies of the Letter of Transmittal will be accepted.
The Letter of Transmittal, CTR ADRs and any other required documents should be
sent or delivered by each holder of CTR ADRs or his broker, dealer, commercial
bank, trust company or other nominee to the US Depositary at one of its
addresses set out below.
The US Depositary for the Offer is: The Bank of New York
<TABLE>
<S> <C> <C>
By mail: Facsimile Transmission: By hand or overnight courier:
Tender & Exchange (for Eligible Institutions Only) Tender & Exchange Department
Department 1 212 815 6213 101 Barclay Street
P.O. Box 11248 Receive and Deliver Window
Church Street Station New York, New York 10286
New York, New York 10286-1248
</TABLE>
For Information Telephone:
1 800 507 9357
ADDITIONAL INFORMATION
Any questions or requests for assistance or additional copies of the Offer to
Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery or the
Form of Acceptance may be directed to Lazard Brothers or one of its associates,
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers listed below, or to the US Depositary or the UK Receiving
Agent at their respective addresses and telephone numbers mentioned above. You
may also contact your local broker, dealer, commercial bank or trust company or
other nominee for assistance concerning the Offer.
The Information Agent for the Offer is: Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
1 800 223 2064
The Offer is being made on behalf of GE Capital by:
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
0171 588 2721
The Dealer Manager for the Offer is:
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, New York 10020
1 212 632 6000
V-5
<PAGE>
Printed by Burrups Ltd, St Ives plc B405944
London, Luxembourg, Paris and Tokyo.
<PAGE>
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In considering
what action you should take, you are recommended immediately to seek your own
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial advisor.
If you have sold or otherwise transferred all your American Depositary Shares
("CTR ADSs") of Central Transport Rental Group plc ("CTR"), please pass this
document and all accompanying documents as soon as possible to the purchaser or
transferee, or to the bank, stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
Lazard Brothers & Co., Limited ("Lazard Brothers") is acting for General
Electric Capital Corporation ("GE Capital") in relation to the Offer and no one
else, and will not be responsible to anyone other than GE Capital for providing
the protections afforded to customers of Lazard Brothers or for providing advice
in relation to the Offer. Lazard Brothers is acting through Lazard Freres & Co.
LLC for the purpose of making the Offer in and into the United States.
- --------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 4, 1997
BY
LAZARD BROTHERS & CO., LIMITED
ON BEHALF OF
GENERAL ELECTRIC CAPITAL CORPORATION
TO ACQUIRE THE WHOLE OF THE ISSUED
AND TO BE ISSUED SHARE CAPITAL
OF
CENTRAL TRANSPORT RENTAL GROUP PLC
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M. (LONDON
TIME), 10:00 A.M. (NEW YORK CITY TIME) ON SEPTEMBER 2, 1997, UNLESS EXTENDED
(THE "INITIAL OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN
SATISFIED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER
PERIOD"). HOLDERS OF CTR SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD, EXCEPT IN
CERTAIN LIMITED CIRCUMSTANCES.
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF CTR ADSS TENDERED
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE
FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON ADS(S) TENDERED (ATTACH
ADR(S)) ADDITIONAL LIST IF NECESSARY)
TOTAL NUMBER
OF ADSS NUMBER OF
ADR SERIAL REPRESENTED ADSS
NUMBER(S)* BY ADR(S)* TENDERED**
* NEED NOT BE COMPLETED FOR BOOK-ENTRY TRANSFERS.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL CTR ADSS DELIVERED TO THE US
DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 4.
</TABLE>
<PAGE>
THE US DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
(FOR ELIGIBLE INSTITUTIONS
ONLY)
(212) 815-6213
TENDER & EXCHANGE DEPARTMENT TENDER & EXCHANGE DEPARTMENT
P.O. BOX 11248 101 BARCLAY STREET
CHURCH STREET STATION RECEIVE AND DELIVER WINDOW
NEW YORK, NEW YORK 10286-1248 NEW YORK, NEW YORK 10286
FOR CONFIRMATION TELEPHONE:
(800) 507-9357
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE US DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
ACCEPTING HOLDERS OF CTR ADSs EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
("CTR ADRs") WILL RECEIVE PAYMENT IN US DOLLARS INSTEAD OF POUNDS STERLING
UNLESS THEY ELECT OTHERWISE HEREIN TO RECEIVE PAYMENT IN POUNDS STERLING. IF YOU
WISH TO RECEIVE POUNDS STERLING INSTEAD OF US DOLLARS, YOU MUST PLACE AN "X" IN
THE BOX ENTITLED "POUNDS STERLING PAYMENT ELECTION."
ACCEPTANCE OF THE OFFER IN RESPECT OF CTR SHARES (EXCEPT INSOFAR AS THEY ARE
REPRESENTED BY CTR ADSs EVIDENCED BY CTR ADRs) CANNOT BE MADE BY MEANS OF THIS
LETTER OF TRANSMITTAL. If you hold CTR Shares that are not represented by CTR
ADSs, you can obtain a Form of Acceptance for accepting the Offer in respect of
those CTR Shares from the Information Agent, the US Depositary or the UK
Receiving Agent. See Instruction 13 of this Letter of Transmittal.
Delivery of a Letter of Transmittal, CTR ADRs (or book-entry transfer of
such CTR ADSs evidenced by CTR ADRs) and any other required documents to the US
Depositary by CTR ADS holders will be deemed (without any further action by the
US Depositary) to constitute an acceptance of the Offer by such holder with
respect to such CTR ADSs evidenced by CTR ADRs subject to the terms and
Conditions set out in the Offer to Purchase dated August 4, 1997 (the "Offer to
Purchase") and this Letter of Transmittal. Capitalized terms and certain other
terms used in this Letter of Transmittal and not otherwise defined herein shall
have the respective meaning assigned to them in the Offer to Purchase.
This Letter of Transmittal is to be used either if CTR ADRs evidencing CTR
ADSs are to be forwarded herewith or if delivery of CTR ADSs is to be made by
book-entry transfer to an account maintained by the US Depositary at a
Book-Entry Transfer Facility as defined in and pursuant to the procedures for
book-entry transfer set forth in "Procedures for tendering CTR ADSs--Book-Entry
Transfer" in Part B of Appendix I to the Offer to Purchase.
2
<PAGE>
/ / CHECK BOX IF CTR ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
US DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING
(ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER CTR ADSs
EVIDENCED BY CTR ADRs BY BOOK-ENTRY TRANSFER):
Name of Delivering Institution _________________________________________________
Check box opposite name of relevant Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________ Transaction Code Number _________
If a holder of CTR ADSs wishes to accept the Offer and CTR ADRs evidencing
such CTR ADSs are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis, or if time will not permit all
required documents to reach the US Depositary prior to the expiry of the
Subsequent Offer Period, such holder's acceptance of the Offer may nevertheless
be effected using the guaranteed delivery procedure set out under "Procedures
for tendering CTR ADSs--Guaranteed delivery" in Part B of Appendix I to the
Offer to Purchase. See Instruction 2 of this Letter of Transmittal. HOWEVER,
RECEIPT OF A NOTICE OF GUARANTEED DELIVERY WILL NOT BE TREATED AS A VALID
ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE CONDITION.
/ / CHECK BOX ONLY IF CTR ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED
ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE US DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of registered owner(s) _____________________________________________
Date of execution of Notice of Guaranteed Delivery _________________________
Name of Institution that guaranteed delivery _______________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby instructs the US Depositary to accept the Offer on
behalf of the undersigned with respect to the CTR ADSs evidenced by CTR ADRs
(which expression in this Letter of Transmittal shall, except where the context
otherwise requires, be deemed to include, without limitation, the CTR Shares
represented thereby) specified in the box entitled "Description of CTR ADSs
Tendered" subject to the terms and Conditions set forth in the Offer to Purchase
and this Letter of Transmittal, by informing GE Capital in writing that the
Offer has been so accepted. The undersigned hereby acknowledges that delivery of
this Letter of Transmittal, CTR ADRs evidencing tendered CTR ADSs (or book-entry
transfer of such CTR ADSs evidenced by CTR ADRs) and any other required
documents to the US Depositary by a holder of CTR ADSs will be deemed (without
any further action by the US Depositary) to constitute acceptance of the Offer
by such holder in respect of such holder's CTR ADSs, upon the terms and subject
to the Conditions of the Offer set forth in the Offer to Purchase and this
Letter of Transmittal. Subject to the City Code, which contains detailed
provisions for determining when acceptances may be counted towards satisfying
the Acceptance Condition, GE Capital reserves the right to treat as valid in
whole or in part any acceptance of the Offer which is not entirely in order or
which is not accompanied by (as applicable) the relevant transfer to escrow or
the relevant share certificate(s) and/or other document(s) of title or which is
received by it at a place or places other than as set out in the Offer to
Purchase or this Letter of Transmittal. Subject to the satisfaction or, where
permitted, waiver of the Conditions, payment for CTR ADSs validly tendered
pursuant to the Offer will be made (i) in the case of valid and complete
acceptances received complete in all respects by the Initial Closing Date,
promptly after such date, or (ii) in the case of acceptances received complete
in all respects during the Subsequent Offer Period, promptly after such receipt.
In the event the Offer lapses, all documents tendered will be promptly returned
at the risk of the holder of such CTR ADSs.
3
<PAGE>
The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the withdrawal rights described in the Offer to Purchase, will
constitute a binding agreement between the undersigned and GE Capital upon the
terms and subject to the Conditions of the Offer set forth in the Offer to
Purchase and this Letter of Transmittal. IF ACCEPTANCE HAS BEEN MADE IN RESPECT
OF THE CTR ADSs, THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE CTR SHARES
REPRESENTED BY SUCH CTR ADSs MAY NOT BE MADE.
The undersigned hereby delivers to the US Depositary the above-described CTR
ADSs evidenced by CTR ADRs for which the Offer is being accepted, in accordance
with the terms and Conditions of the Offer to Purchase and this Letter of
Transmittal, receipt of which is hereby acknowledged.
Upon the terms of the Offer (including, if the Offer is extended, revised or
amended, the terms or conditions of any such extension, revision or amendment),
and effective at the time that all Conditions to the Offer have been satisfied
or, where permitted, waived (at which time GE Capital will give notice thereof
to the US Depositary), and if he or she has not validly withdrawn his or her
acceptance, the undersigned hereby sells, assigns and transfers to, or upon the
order of, GE Capital, all right, title and interest in and to all CTR ADSs
evidenced by CTR ADRs with respect to which the Offer is being accepted (and any
and all CTR ADSs or other securities or rights issuable in respect of such CTR
ADSs) and irrevocably constitutes and appoints the US Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such CTR
ADSs (and any such other CTR ADSs, securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver CTR ADRs for such CTR ADSs (and any
such other CTR ADSs, securities or rights) or accept transfer of ownership of
such CTR ADSs (and any such other CTR ADSs, securities or rights) on the account
books maintained by a Book-Entry Transfer Facility together, in any such case,
with all accompanying evidences of transfer and authenticity to, or upon the
order of, GE Capital, (b) present such CTR ADRs for such CTR ADSs (and any such
other CTR ADSs, securities or rights) for transfer, and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such CTR ADSs (and
any such other CTR ADSs, securities or rights), all in accordance with the terms
of the Offer.
The undersigned agrees that its execution hereof (together with any
signature guarantees) and its delivery to the US Depositary shall constitute an
authority to any director of GE Capital or Lazard Brothers with respect to any
revision of the Offer in accordance with the terms set forth under "Revisions of
the Offer" in Part B of Appendix I to the Offer to Purchase.
The undersigned agrees that effective from and after the date hereof or, if
later, the date on which all Conditions to the Offer are satisfied or, where
permitted, waived: (a) GE Capital or its agents shall be entitled to direct the
exercise of any votes attaching to the CTR Shares represented by any CTR ADSs
evidenced by CTR ADRs in respect of which the Offer has been accepted or is
deemed to have been accepted (the "Accepted ADSs") and any other rights and
privileges attaching to such CTR Shares, including any right to requisition a
general meeting of CTR or of any class of its shareholders, and (b) the
execution of this Letter of Transmittal by a holder of CTR ADSs (together with
any signature guarantees) and its delivery to the US Depositary shall constitute
in respect of Accepted ADSs (i) an authority to CTR or its agents from the
undersigned to send any notice, circular, warrant, document or other
communications that may be required to be sent to him or her as a CTR ADS holder
to GE Capital at its registered office, (ii) an authority to GE Capital or its
agent to sign any consent to short notice of a general meeting or separate class
meeting on behalf of the holder of Accepted ADSs and/or to execute a form of
proxy in respect of the Accepted ADSs appointing any person nominated by GE
Capital to attend general meetings or separate class meetings of CTR or its
members (or any of them) (or any adjournments thereof) and to exercise the votes
attaching to the CTR Shares represented by such Accepted ADSs on his or her
behalf, such votes to be cast so far as possible to satisfy any outstanding
Condition of the Offer or otherwise as GE Capital or its agent sees fit, and
(iii) the agreement of the undersigned not to exercise any such rights without
the consent of GE Capital and the irrevocable undertaking of the undersigned not
to appoint a proxy for or to attend general meetings or separate class meetings
of CTR in respect of such Accepted ADSs.
4
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to accept the Offer and to sell, assign and transfer the CTR
ADSs evidenced by CTR ADRs (and the right to receive the CTR Shares represented
by such CTR ADSs) in respect of which the Offer is being accepted or deemed to
be accepted (and any and all other CTR ADSs, securities or rights issued or
issuable in respect of such CTR ADSs) and, when the same are purchased by GE
Capital, GE Capital will acquire good title thereto, free from all liens,
charges, equities, encumbrances, and other interests and together with all
rights now or hereinafter attaching thereto, including, without limitation,
voting rights and the right to receive all amounts payable to a holder thereof
in respect of dividends, interest and other distributions, if any, declared,
made or paid after July 29, 1997 with respect to the CTR Shares represented by
the CTR ADSs. The undersigned will, upon request, execute any additional
documents reasonably considered by GE Capital to be necessary or desirable to
complete the sale, assignment and transfer of the CTR ADSs evidenced by CTR ADRs
in respect of which the Offer is being accepted (and any such other CTR ADSs,
securities or rights).
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer to Purchase, this acceptance is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned hereby instructs the US Depositary to issue, or cause to be issued,
the check for the purchase price in the name(s) of the registered holder(s)
appearing under "Description of CTR ADSs Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," the undersigned hereby
instructs the US Depositary to mail, or cause to be mailed, the check for the
purchase price and/or return, or cause to be returned, any CTR ADRs evidencing
CTR ADSs in respect of which the Offer is not being accepted or which are not
purchased (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of CTR ADSs Tendered." In the
event that the "Special Payment Instructions" and/or the "Special Delivery
Instructions" are completed, the undersigned hereby instructs the US Depositary
to (i) issue and/or mail, or cause to be issued and/or mailed, the check for the
purchase price, if any, in the name of, and/or to the address of, the person or
persons so indicated, and/or (ii) return, or cause to be returned, any CTR ADRs
evidencing CTR ADSs in respect of which the Offer is not being accepted or which
are not purchased, if any, to the person at the address so indicated. In the
case of a book-entry delivery of CTR ADSs evidenced by CTR ADRs, the undersigned
hereby instructs the US Depositary to credit the account maintained at the
Book-Entry Transfer Facility indicated above with any CTR ADSs in respect of
which the Offer is not being accepted or which are not purchased. The
undersigned recognizes that the US Depositary will not transfer any CTR ADSs
which are not purchased pursuant to the Offer from the name of the registered
holder thereof to any other person.
If the box headed "Pounds Sterling Payment Election" is not checked, the
undersigned hereby instructs the relevant payment agent (either the US
Depositary or the UK Receiving Agent) to convert all amounts payable pursuant to
the Offer from pounds sterling to US dollars at the exchange rate obtainable by
the relevant payment agent on the spot market in London at approximately noon
(London time) on the date the cash consideration is made available by GE Capital
to the relevant payment agent for delivery to the relevant holders of CTR ADSs
and to pay such amounts by check payable in US dollars. The actual amount of US
dollars received will depend upon the exchange rate prevailing on the day funds
are made available to the relevant payment agent by GE Capital. CTR ADS holders
should also be aware that the US dollar/pound sterling exchange rate which is
prevailing at the date on which the undersigned executes this Letter of
Transmittal and on the date of dispatch of payment may be different from that
prevailing on the day funds are made available to the relevant payment agent by
GE Capital. In all cases, fluctuations in the US dollar/pounds sterling exchange
rate are at the risk of accepting CTR ADS holders who do not elect to receive
their consideration in pounds sterling. Such currency exchange will be effected
by the relevant payment agent on behalf of the requesting CTR ADS holder, and GE
Capital shall have no responsibility or obligation with respect thereto.
5
<PAGE>
SUBJECT TO THE TERMS OF THE OFFER TO PURCHASE, THIS LETTER OF TRANSMITTAL
SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION
PURSUANT TO THE OFFER SHALL NOT BE MADE, UNTIL CTR ADRs EVIDENCING THE CTR ADSs
IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED
DOCUMENTATION HAVE BEEN RECEIVED BY THE US DEPOSITARY AS PROVIDED IN THE OFFER
TO PURCHASE AND THIS LETTER OF TRANSMITTAL.
/ / CHECK HERE IF ANY CTR ADRs REPRESENTING CTR ADSs THAT YOU OWN HAVE BEEN
LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 12.
Number of CTR ADSs represented by the lost, stolen or destroyed CTR ADRs:
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
/ / Check box ONLY if the check for the purchase price with respect to CTR
ADSs purchased is to be issued in the name of someone other than the
undersigned.
Issue to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
/ / Check box ONLY if the check for the purchase price with respect to CTR
ADSs purchased and/or CTR ADRs evidencing CTR ADSs in respect of which
the Offer is not accepted or which are not purchased are to be mailed
to someone other than the undersigned, or to the undersigned at an
address other than that shown above.
Mail / / Check / / ADR certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
- ------------------------------------------
- --------------------------------------------------------------------------------
POUNDS STERLING PAYMENT ELECTION
/ / Check box ONLY if you wish to receive all (but not part) of the amount of
cash consideration to be paid by a check in pounds sterling. If you do not
check this box you will receive payment by a check in US dollars and the
relevant payment agent (either the US Depositary or the UK Receiving
Agent) will arrange for the conversion of the pound sterling amounts
payable to you to US dollars at the exchange rate obtainable by the
relevant payment agent on the spot market in London at approximately noon
(London time) on the date the cash consideration is made available by GE
Capital to the relevant payment agent for delivery to the relevant holders
of CTR ADSs.
- --------------------------------------------------------------------------------
6
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF OWNER(S))
Dated: _____________, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
CTR ADR(s) evidencing the CTR ADS(s) or by person(s) to whom CTR ADR(s)
surrendered have been assigned and transferred, as evidenced by endorsement,
stock powers and other documents transmitted herewith. If signature is by
any trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or others acting in a fiduciary or representative capacity,
please set forth the following and see Instruction 5.)
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Tax Identification or Social Security No. __________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
Area Code and Telephone No. ________________________________________________
Dated: _____________________________________________________________________
- --------------------------------------------------------------------------------
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on the
Letter of Transmittal if (a) the Letter of Transmittal is signed by the
registered holder(s) of the CTR ADSs evidenced by CTR ADRs in respect of which
the Offer is being accepted herewith and such holder(s) have not completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal or (b) the Offer
is being accepted in respect of such CTR ADSs for the account of an Eligible
Institution (as defined below). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by a financial institution (including
most commercial banks, savings and loan associations and brokerage houses) which
is a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Program, or the Stock Exchange Medallion Program
(an "Eligible Institution"). See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND ADSS. This Letter of Transmittal
is to be completed either if CTR ADRs evidencing CTR ADSs are to be forwarded
herewith or if delivery is to be made by book-entry transfer to an account
maintained by the US Depositary at a Book-Entry Transfer Facility pursuant to
the procedures for book-entry transfer set out in "Procedures for tendering CTR
ADSs--Book-Entry Transfer" in Part B of Appendix I to the Offer to Purchase. CTR
ADRs evidencing CTR ADSs or confirmation of a book-entry transfer of such CTR
ADSs into the US Depositary's account at a Book-Entry Transfer Facility, as well
as a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be delivered to the US Depositary at one of its
addresses set forth herein.
CTR ADS holders whose CTR ADRs are not immediately available or who cannot
deliver their CTR ADRs and all other required documents to the US Depositary or
complete the procedures for book-entry transfer prior to the expiration of the
Subsequent Offer Period may accept the Offer with respect to their CTR ADSs by
properly completing and duly executing the Notice of Guaranteed delivery
included herewith pursuant to the guaranteed delivery procedures set out in
"Procedures for tendering CTR ADSs--Guaranteed delivery" in Part B of Appendix I
to the Offer to Purchase. Pursuant to the guaranteed delivery procedures: (a)
acceptance must be made by or through an Eligible Institution; (b) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by GE Capital must be received by the US Depositary prior to the
expiration of the Subsequent Offer Period; and (c) CTR ADRs evidencing the CTR
ADSs in respect of which the Offer is being accepted (or, in the case of CTR
ADSs held in book-entry form, timely confirmation of the book-entry transfer of
such CTR ADSs into the US Depositary's account at a Book-Entry Transfer Facility
as described in the Offer to Purchase) together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and any other documents required by this Letter of Transmittal, are
received by the US Depositary within three Business Days after the date of
execution of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CTR ADSS EVIDENCED BY CTR ADRS AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDERS OF CTR ADSS
ACCEPTING THE OFFER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent acceptance will be accepted and no
fractional CTR ADSs will be purchased. All accepting CTR ADS holders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any right
to receive any notice of the acceptance of their CTR ADSs for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the serial
numbers of the certificates and/or the number of CTR ADSs should be listed on a
separate schedule attached hereto.
8
<PAGE>
4. PARTIAL ACCEPTANCES (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If the
Offer is to be accepted in respect of less than all of the CTR ADSs evidenced by
any CTR ADRs delivered to the US Depositary herewith, fill in the number of CTR
ADSs in respect of which the Offer is being accepted in the box entitled "Number
of ADSs Tendered." In such case, and except where special delivery instructions
are provided in the box marked "Special Delivery Instructions," a new CTR ADR
for the remainder of the CTR ADSs (in respect of which the Offer is not being
accepted) represented by the old CTR ADR will be sent to the registered holder
as promptly as practicable following the date on which the CTR ADSs in respect
of which the Offer has been accepted are purchased.
The Offer will be deemed to have been accepted in respect of all CTR ADSs
evidenced by CTR ADRs delivered to the US Depositary unless otherwise indicated.
In the case of partial acceptances, CTR ADSs in respect of which the Offer was
not accepted will not be reissued to a person other than the registered holder.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the CTR ADSs
in respect of which the Offer is being accepted hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
any change whatsoever.
If any of the CTR ADSs evidenced by CTR ADRs in respect of which the Offer
is being accepted hereby are owned of record by two or more owners, all such
owners must sign this Letter of Transmittal.
If any of the CTR ADSs in respect of which the Offer is being accepted are
registered in different names on different CTR ADRs, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of CTR ADRs.
If this Letter of Transmittal or any CTR ADRs or stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to GE
Capital of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
CTR ADSs listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment of the purchase price is to be
issued to a person other than the registered holder(s). Signatures on such CTR
ADRs or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the CTR ADSs listed, CTR ADRs must be endorsed or
accompanied by appropriate stock powers signed exactly as the names(s) of the
registered holder(s) appear(s) on CTR ADRs evidencing such CTR ADSs. Signatures
on such CTR ADRs or stock powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. GE Capital will pay or cause to be paid any stock
transfer taxes with respect to the transfer and sale to it or its order of CTR
ADSs evidenced by CTR ADRs pursuant to the Offer. If, however, payment of the
purchase price is to be made to any persons other than the registered holder(s),
or if CTR ADSs in respect of which the Offer is being accepted are registered in
the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s), or such person(s), payment on account of the transfer to
such person) will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to CTR ADRs listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price is to be issued in the name of a person other than the signer of this
Letter of Transmittal or if the check for the purchase price is to be sent
and/or any CTR ADRs evidencing CTR ADSs in respect of which the Offer is not
being accepted or which are not purchased are to be returned to a person other
than the person signing this Letter of Transmittal or to an address other than
that shown on the reverse, the boxes labeled "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed.
9
<PAGE>
8. POUNDS STERLING PAYMENT ELECTION. If the check for the purchase price is
to be issued in pounds sterling, please check the box marked "Pounds Sterling
Payment Election." If you do not check such box all pound sterling amounts
payable pursuant to the Offer will be converted by the relevant payment agent
(either the US Depositary or the UK Receiving Agent) into US dollars at the
exchange rate obtainable by the relevant payment agent on the spot market in
London at approximately noon (London time) on the date the cash consideration is
made available by GE Capital to the relevant payment agent for delivery to the
relevant holders of CTR ADSs.
9. WAIVER OF CONDITIONS. GE Capital reserves the absolute right in its sole
discretion to waive any of the specified conditions of the Offer, in whole or in
part, to the extent permitted by applicable law and the rules of the City Code.
10. 31% US BACKUP WITHHOLDING. In order to avoid "backup withholding" of US
federal income tax on any cash payment received upon the surrender of CTR ADSs
pursuant to the Offer, a CTR ADS holder must, unless an exemption applies,
provide the US Depositary with his or her correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 on this Letter of Transmittal and certify, under
penalties of perjury, that such number is correct and that he or she is not
subject to backup withholding. If the correct TIN is not provided, a $50 penalty
may be imposed by the Internal Revenue Service and cash payments made in
exchange for the surrendered CTR ADSs may be subject to backup withholding. If
backup withholding applies, the US Depositary is required to withhold 31% of any
payment made pursuant to the Offer.
Backup withholding is not an additional US federal income tax. Rather, the
US federal income tax liability of persons subject to back-up withholding will
be reduced by the amount of such tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be applied for from the Internal Revenue
Service.
The TIN that is to be provided on the Substitute Form W-9 is that of the
registered holder(s) of the CTR ADSs or of the last transferee appearing on the
transfers attached to, or endorsed on, the CTR ADSs. The TIN for an individual
is his or her social security number. Each tendering CTR ADS holder generally is
required to notify the US Depositary of his or her correct TIN by completing the
Substitute Form W-9 contained herein, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such holder is awaiting a TIN), and that
(1) such holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends, or (2) the Internal Revenue Service has notified such
holder that such holder is no longer subject to backup withholding (see Part III
of Substitute Form W-9). Notwithstanding that the "TIN Applied For" box is
checked (and the Certification is completed), the US Depositary will withhold
31% on any cash payment of the purchase price for the CTR ADSs made prior to the
time it is provided with a properly certified TIN.
Exempt persons (including among others, corporations) are not subject to
back-up withholding. A foreign individual or foreign entity may qualify as an
exempt person by submitting a statement (on Form W-8), signed under penalties of
perjury, certifying such person's foreign status. Form W-8 can be obtained from
the US Depositary. A CTR ADS holder should consult his or her tax advisor as to
his or her qualification for an exemption from backup withholding and the
procedure for obtaining such exemption.
For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the US Depositary at the address and telephone number set forth
above, to the Information Agent or the Dealer Manager at the addresses and
telephone numbers set forth below, or to the UK Receiving Agent at the
appropriate address and telephone number set forth in the Offer to Purchase.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any CTR ADR evidencing CTR
ADSs has been lost, destroyed or stolen, the holder thereof should promptly
notify the US Depositary by checking the box immediately preceding the special
payment/special delivery instructions boxes and indicating the number of CTR
ADSs evidenced by such lost, destroyed or stolen CTR ADRs. The holder thereof
will then be instructed by the US Depositary as to the steps that must be taken
in order to replace such CTR ADRs. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, destroyed
or stolen CTR ADRs have been followed.
10
<PAGE>
13. HOLDERS OF CTR SHARES NOT REPRESENTED BY CTR ADSS. Holders of CTR
Shares have been sent a Form of Acceptance with the Offer to Purchase and may
not accept the Offer in respect of CTR Shares pursuant to this Letter of
Transmittal except insofar as those shares are represented by CTR ADSs. If any
holder of CTR Shares which are not represented by CTR ADSs needs to obtain a
copy of a Form of Acceptance, such holder should contact the UK Receiving Agent
at the appropriate address and telephone number set forth in the Offer to
Purchase or the Information Agent at the address and telephone number set forth
below.
PAYER'S NAME: THE BANK OF NEW YORK, AS DEPOSITARY AGENT
<TABLE>
<C> <S>
SUBSTITUTE PART I--Taxpayer Identification Number (TIN)
FORM W-9 Please enter your correct number in the appropriate box below. NOTE: If
Department of the Treasury the account is more than one name, see the chart on the enclosed form,
Internal Revenue Service Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, for guidance on which number to enter.
Social Security Number Or Employer Identification Number
PAYER'S REQUEST FOR ------------------------ ----------------------------
TAXPAYER IDENTIFICATION If you do not have a TIN, see the instructions "How to Get a TIN" and
NUMBER AND CERTIFICATION check the box below.
TIN Applied For / /
PART II--For Payees Exempt from Backup Withholding (see instructions)
PART III CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number
to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest and dividends, or (c) IRS has notified me that I am no longer subject to backup
withholding, and
(3) All other information provided on this form is true, correct and complete.
CERTIFICATION INSTRUCTIONS. You must cross out Item (2) above if you have been notified by IRS that you are
currently subject to backup withholding because you have failed to report all interest and dividends on your
tax return. Please indicate the taxpayer's name associated with the TIN if other than the first name appearing
in the registration:
(X) --------------------------------------------
(Please Print)
Please Sign (X) Signature(s) ------------------------------------------------- Date--------------------
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
Wall Street Plaza
New York, NY 10005
Banks and Brokers Call Toll Free: (800) 445-1790
All Others Call Toll Free: (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
(212) 632-6717
12
<PAGE>
EXHIBIT 99(a)(3)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When
considering the action you should take, you are recommended immediately to seek
your own financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial
Services Act 1986.
This document should be read in conjunction with the accompanying Offer Document
dated 4 August 1997 from Lazard Brothers & Co., Limited (the "Offer Document").
If you have sold or otherwise transferred all your CTR Shares, please send this
Form of Acceptance, together with the accompanying Offer Document and reply-paid
envelope, as soon as possible, to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer was effected
for onward transmission to the purchaser or transferee.
The Offer is not being made to (nor will tenders be accepted from or on behalf
of) holders of CTR Shares or CTR ADSs in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. Further details in this regard are set out in paragraph 6 of
Part B of Appendix I to the accompanying Offer Document. To accept the Offer,
holders of CTR ADSs must complete a Letter of Transmittal (rather than this Form
of Acceptance) in accordance with the instructions printed on it.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form.
- --------------------------------------------------------------------------------
Form of Acceptance and Authority
Recommended Cash Offer
by
Lazard Brothers & Co., Limited
on behalf of
General Electric Capital Corporation*
to acquire the whole of the issued and to be issued share capital of
Central Transport Rental Group plc
- --------------------------------------------------------------------------------
Unless the context otherwise requires, the definitions contained in the Offer
Document also apply in this Form of Acceptance (the "Form").
ACTION TO BE TAKEN
o To accept the Offer, complete page 3 of this Form, following the
instructions and notes for guidance set out on pages 2 and 4.
o Return this Form, duly completed and signed and, if your CTR Shares are in
certificated form, accompanied by your share certificate(s) and/or other
document(s) of title, by hand or by post to The Royal Bank of Scotland
plc, Registrar's Department, New Issues Section, PO Box 859, Consort
House, East Street, Bedminster, Bristol BS99 1XZ or by hand (during normal
business hours only) to The Royal Bank of Scotland plc, Registrar's
Department, New Issues Section, PO Box 633, 5-10 Great Tower Street,
London EC3R or by post to The Bank of New York, Tender & Exchange
Department, P.O. Box 11248, Church Street Station, New York, New York
10286-1248 or by hand or overnight courier to The Bank of New York, Tender
& Exchange Department, 101 Barclay Street, Receive and Deliver Window, New
York, New York 10286, as soon as possible but, in any event, so as to be
received by no later than 3.00 p.m. (London time), 10.00 a.m. (New York
City time) on 2 September 1997. A reply-paid envelope is enclosed (for use
within the United Kingdom and the United States only) for you to lodge
documents by post.
o If your CTR Shares are in uncertificated form (that is, if you do not have
a paper share certificate because your shares are held in CREST), you
should return this Form and take the action described in Part B (in
particular, paragraphs 8(d)-8(l)) of Appendix I to the Offer Document to
transfer your CTR Shares to an escrow balance. For this purpose, the
participant ID of the escrow agent, The Royal Bank of Scotland, in its
capacity as a CREST receiving agent, is 3RA14 the member account ID of the
escrow agent is CTRENTAL(UK) and the Form of Acceptance Reference Number
of this Form (for insertion in the first eight characters of the shared
note field on the TTE instruction) is shown next to Box 3 on page 3 of
this Form. You should ensure that the transfer to escrow settles not later
than 3.00 p.m. (London time), 10.00 a.m. (New York City time) on 2
September 1997. If you are a CREST sponsored member, you should refer to
your CREST sponsor before completing this Form.
o If you hold CTR Shares in both certificated and uncertificated form (that
is, in CREST), you should complete a separate Form for each holding. If
you hold CTR Shares in uncertificated form, but under different member
account IDs, you should complete a separate Form in respect of each member
account ID. Similarly, if you hold CTR Shares in certificated form, but
under different designations, you should complete a separate Form in
respect of each designation. You can obtain further Forms by contacting
The Royal Bank of Scotland on telephone number 0117 937 0672.
o If your CTR Shares are in certificated form and your share certificate(s)
and/or other document(s) of title are with your bank, stockbroker or other
agent and your share certificate(s) and/or other document(s) of title are
readily available, you should complete and sign this Form and arrange for
it to be lodged by such agent with the relevant document(s). If your
share certificate(s) and/or other document(s) of title is/are not readily
available, please read Note 6 on page 4 of this Form.
o If you hold CTR Shares jointly with others, you must arrange for all your
co-holders to sign this Form.
o Please read Part B of Appendix I to the Offer Document, the provisions of
which form part of this Form.
o If you require assistance on how to complete this Form, please contact The
Royal Bank of Scotland on telephone number 0117 937 0672.
- --------------------------------------------------------------------------------
* General Electric Capital Corporation is a wholly-owned subsidiary of General
Electric Company, USA, not connected with the UK company of a similar name.
<PAGE>
Page 2
THE PROVISIONS OF PART B OF APPENDIX I TO THE OFFER
DOCUMENT FORM PART OF THIS FORM
- --------------------------------------------------------------------------------
|1| TO ACCEPT THE OFFER
To accept the Offer for your CTR Shares, insert in Box |1| the total
number of CTR Shares for which you wish to accept the Offer.
You must sign Box |4| in the presence of a witness in accordance with the
instructions set out below, which will constitute your acceptance of the Offer.
If no number, or a number greater than your entire holding of CTR Shares is
inserted in Box |1| and you have signed Box |4|, you will be deemed to have
accepted the Offer in respect of your entire holding of CTR Shares (being your
entire holding, if your CTR Shares are in certificated form, under the name(s)
and address specified in Box |2| or, if your CTR Shares are in CREST, under the
participant ID and member account ID specified in Box |3|).
PLEASE ENSURE YOUR SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE
ARE ENCLOSED
- --------------------------------------------------------------------------------
|2| FULL NAME(S) AND ADDRESS OF REGISTERED SHAREHOLDER(S)
Complete Box |2| with the full name(s) and address of the sole or
first-named registered holder, together with the names of all other joint
holders in BLOCK CAPITALS. Unless you complete Box |5|, the address of the
first-named holder shown in Box |2| is the address to which the payment of the
cash consideration becoming due to you will be sent.
Telephone number for queries
Please enter a day-time telephone number (including STD code) where you
can be contacted in the event of any query arising from completion of this Form.
- --------------------------------------------------------------------------------
|3| PARTICIPANT ID AND MEMBER ACCOUNT ID
If your CTR Shares are in CREST, you must insert in Box |3| the
participant ID and the member account ID under which such Shares are held by you
in CREST. You must also transfer (or procure the transfer of) the CTR Shares
concerned to an escrow balance, specifying in the TTE instruction the
participant ID and member account ID inserted in Box |3| and the Form of
Acceptance Reference Number of this Form and the other information referred to
in paragraph 8(f) of Part B of Appendix I to the Offer Document. The Form of
Acceptance Reference Number appears next to Box |3| on page 3 of this Form.
- --------------------------------------------------------------------------------
|4| SIGNATURES
To accept the Offer for your CTR Shares, you MUST SIGN Box |4|, regardless
of which other boxes you complete. In the case of joint holders, ALL joint
holders must sign Box |4|. Each holder must sign in the presence of a witness.
The witness must be over 18 years of age and must not be one of the registered
joint holders. The same witness may witness each signature of the registered
joint holders. If the acceptance is not made by the registered joint holder(s),
insert the name(s) and capacity(ies) (e.g. executor) of the person(s) making the
acceptance. A company may either execute under seal, the seal being affixed and
witnessed in accordance with its articles of association or other equivalent
regulations. Alternatively, two directors or a director and the company
secretary may sign this form on behalf of a company incorporated in Great
Britain and person(s) authorised by a company incorporated outside Great Britain
may sign in accordance with the laws of the territory in which the relevant
company is incorporated. In both cases execution should be expressed to be by
the company.
- --------------------------------------------------------------------------------
|5| ALTERNATIVE ADDRESS
If you want payment of the cash consideration and/or other documents to be
sent to an address other than the address of the first-named registered holder
in Box |2| (e.g. the address of your bank manager or stockbroker), you should
complete Box |5| in BLOCK CAPITALS with the name of such person and the address.
- --------------------------------------------------------------------------------
|6| US DOLLAR PAYMENT ELECTION
If, but only if, you want payment of the cash consideration in US dollars
(rather than in pounds sterling), you must put "YES" in Box |6|. You may not
elect to receive payment of the cash consideration in a combination of US
dollars and pounds sterling. If you put "YES" in Box |6|, you will receive the
whole of your cash consideration in US dollars. Details of the basis of payment
in US dollars is set out in paragraph 18(f) of the letter from Lazard Brothers
in the Offer Document. Please note that any fluctuation in the US dollar/pound
sterling exchange rate will be at your risk.
<PAGE>
Page 3
PLEASE COMPLETE IN ACCORDANCE WITH THE INSTRUCTIONS ON
PAGE 2. THE NOTES ON PAGE 4 MAY ASSIST YOU.
- --------------------------------------------------------------------------------
|1| TO ACCEPT THE OFFER FOR YOUR CTR SHARES
Complete Box |1| and sign Box |4| in the presence of a witness. Please
ensure that your share certificate(s) and/or other document(s) of title
are enclosed.
BOX |1|
------------------------------------
Total number of CTR Shares for which
you wish to accept the Offer
------------------------------------
- --------------
For office use
- --------------
Holder Code
- --------------
H.
- --------------
C.
- --------------
Q.
- --------------
- --------------------------------------------------------------------------------
|2| FULL NAME(S) AND ADDRESS OF REGISTERED SHAREHOLDER(S) BOX |2|
----------------------------------------------
First registered holder
1. Forename(s) ______________________________
Surname _____________________________________
Address _____________________________________
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
Postcode ____________________________________
Second registered holder
2. Forename(s) ______________________________
Surname _____________________________________
Third registered holder
3. Forename(s) ______________________________
Surname _____________________________________
Fourth registered holder
4. Forename(s) ______________________________
Surname _____________________________________
----------------------------------------------
In case of query, please state your day-time
telephone number (Including STD code).........
- --------------------------------------------------------------------------------
|3| PARTICIPANT ID AND MEMBER ACCOUNT ID. COMPLETE THIS BOX |3|
BOX ONLY IF YOUR CTR SHARES ARE IN CREST
The Form of Acceptance Reference Number of this form is
---------------------------------
Participant ID __________________
Member account ID _______________
---------------------------------
- --------------------------------------------------------------------------------
|4| SIGN HERE TO ACCEPT THE OFFER BOX |4|
--------------------------------------------------------------------------
Execution by individuals
Signed and delivered as a deed by: Witnessed by:
------------------------------- ----------------- --------------
1. First registered holder 1. Name Address
----------------- --------------
Signature
------------------------------- ----------------- --------------
2. Second registered holder 2. Name Address
----------------- --------------
Signature
------------------------------- ----------------- --------------
3. Third registered holder 3. Name Address
----------------- --------------
Signature
------------------------------- ----------------- --------------
4. Fourth registered holder 4. Name Address
----------------- --------------
Signature
IMPORTANT: Each registered holder who is an individual must SIGN in the
presence of a WITNESS (not being one of the registered joint holders) who
must be over 18 years of age and who must also SIGN and print his name and
address where indicated.
Execution by a company
Executed and delivered as a deed under the seal of the company named below
OR
Executed and delivered as a deed by the company named below
-----------------------------------------------------
Name of company
In the presence of/acting by
---------------------- --------------------------
Name of Director Signature
---------------------- --------------------------
Name of Secretary/Director Signature (Company seal if
appropriate)
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5 ADDRESS TO WHICH PAYMENT OF THE CASH CONSIDERATION AND/OR OTHER DOCUMENTS
ARE TO BE SENT (if different to the address of the first-named holder in
Box |2|).
(Complete in BLOCK CAPITALS) BOX |5|
--------------------------------------------------------------------------
Name _____________________________________________________________________
Address __________________________________________________________________
_____________________________ Postcode ___________________________________
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
|6| US DOLLAR PAYMENT ELECTION: Please put "YES" in Box |6| BOX |6|
if, but only if, you want to receive the whole of the
payment of the cash consideration in US dollars
(rather than pounds sterling).
- --------------------------------------------------------------------------------
HELPLINE: If you require further assistance on completing this Form,
please contact The Royal Bank of Scotland on telephone number 0117 937
0672.
<PAGE>
Page 4
NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM
In order to avoid inconvenience to you and delay, the following points may
assist you.
1. If your name and/or other details are shown incorrectly on your share
certificate(s):
(a) If your name and/or other details as recorded on your share
certificate(s) are incorrect, you should write the correct details
in Box |2| and lodge this Form with your share certificate(s).
(b) If you have changed your name, lodge your marriage certificate or
the deed poll with this Form for noting.
(c) If you have changed your address, write the correct address in Box
|2|.
2. If you have sold or otherwise transferred all, or wish to sell part, of
your holding of CTR Shares:
If you have sold or otherwise transferred all your holding of CTR Shares,
you should at once send the accompanying Offer Document and reply-paid
envelope to the purchaser or transferee or to the stockbroker, bank or
other agent through whom you made the sale or transfer for delivery to the
purchaser or transferee. If your CTR Shares are in certificated form, and
you wish to sell or otherwise transfer part of your holding of CTR Shares
and wish to accept the Offer in respect of the balance but are unable to
obtain the balance certificate by 2 September 1997, you should ensure that
the stockbroker or other agent through whom you made the sale or transfer
obtains the appropriate endorsement or indication, signed on behalf of The
Royal Bank of Scotland plc, Registrar's Department, PO Box No. 435, Owen
House, 8 Bankhead Crossway North, Edinburgh EH11 4BR in respect of the
balance of your holding of CTR Shares.
3. If a holder is away from home (e.g. abroad or on holiday):
Send this Form by the quickest means (e.g. airmail) to the holder for
execution or, if he has executed a power of attorney, lodge this Form with
The Royal Bank of Scotland, at one of the addresses given on page 1 of
this Form, after it has been signed by the attorney. In the latter case,
the attorney should sign in the presence of a witness who should also sign
this Form and the original power of attorney (or a copy thereof duly
certified in accordance with the Powers of Attorney Act 1971) must be
lodged with this Form for noting. No other signatures are acceptable. The
power of attorney will be returned as directed.
4. If the sole holder has died:
A grant of probate or letters of administration must be taken out in
respect of the relevant CTR Shares. If the grant of probate or letters of
administration has/have been registered with The Royal Bank of Scotland,
Registrar's Department, this Form must be signed by the personal
representative(s) of the deceased holder, each in the presence of a
witness who must also sign this Form. This Form should then be lodged with
The Royal Bank of Scotland, at one of the addresses given on page 1 of
this Form, together with the relevant share certificate(s) and/or other
document(s) of title. If the grant of probate or letters of administration
has/have not been registered with The Royal Bank of Scotland, Registrar's
Department, the personal representative(s) or the prospective personal
representative(s) should sign this Form, each in the presence of a witness
who must also sign this Form and forward it to The Royal Bank of Scotland
with the relevant share certificate(s) and/or other document(s) of title.
However, the grant of probate or letters of administration must be lodged
with The Royal Bank of Scotland at one of the addresses given on page 1 of
this Form, before the consideration due under the Offer can be forwarded
to the personal representative(s).
5. If one of the joint holders has died:
This completed Form should be signed by all the surviving holders, each in
the presence of a witness, who must also sign this Form. This Form should
then be lodged with The Royal Bank of Scotland, at one of the addresses
given on page 1 of this Form, with the relevant share certificate(s)
and/or other document(s) of title and accompanied by the death certificate
or the grant of probate or letters of administration in respect of the
deceased joint holder. These documents will be noted by The Royal Bank of
Scotland and returned as directed.
6. If your CTR Shares are in certificated form and the certificate(s) are
held by your stockbroker, bank or other agent:
If your share certificate(s) and/or other document(s) of title is/are with
your stockbroker, bank or other agent, you should complete this Form and,
if the certificate(s) and/or other document(s) of title is/are readily
available, arrange for this Form to be lodged by such agent with The Royal
Bank of Scotland at one of the addresses given on page 1 of this Form,
accompanied by the share certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other documents of title is/are not
readily available, complete, sign and lodge this Form with The Royal Bank
of Scotland at one of the addresses given on page 1 of this Form, together
with a letter stating that the balance will follow and any available share
certificate(s) and/or other document(s) of title, and then arrange for the
outstanding share certificate(s) and/or other document(s) of title to be
forwarded as soon as possible thereafter. (It will be helpful for your
agent to be informed of the full terms of the Offer). No acknowledgement
of receipt of documents will be given.
7. If your CTR Shares are in certificated form and any share certificate has
been lost:
This completed Form, together with any share certificate(s) and/or other
document(s) of title which may be available, should be lodged with The
Royal Bank of Scotland, at one of the addresses given on page 1 of this
Form, accompanied by a letter stating that you have lost one or more of
your share certificate(s) and/or other document(s) of title, no later than
3.00 p.m. (London time), 10.00 a.m. (New York City time) on 2 September
1997. You should write as soon as possible to The Royal Bank of Scotland
plc, Registrar's Department, PO Box No. 435, Owen House, 8 Bankhead
Crossway North, Edinburgh EH11 4BR, for a letter of indemnity which, when
completed in accordance with the instructions given, should be returned
to The Royal Bank of Scotland, at one of the addresses given on page 1 of
this Form. No acknowledgement of receipt of documents will be given.
8. If your CTR Shares are in CREST:
You should take the action described in Part B (in particular, paragraphs
8(d)-8(l)) of Appendix I to the Offer Document to transfer your CTR Shares
to an escrow balance. You are reminded to keep a record of the Form of
Acceptance Reference Number (which appears next to Box |3| on page 3 of
this Form) so that such Number can be inserted in the TTE instruction.
If you are a CREST sponsored member, you should refer to your CREST
sponsor before completing this Form, as only your CREST sponsor will be
able to send the necessary TTE instruction to CRESTCo.
9. If you are not resident in the United Kingdom or the United States:
The attention of CTR shareholders not resident in the United Kingdom or
the United States is drawn to paragraph 6 of Part B of Appendix I to the
Offer Document.
Subject to the City Code, GE Capital reserves the right to treat as valid,
in whole or in part, any acceptance of the Offer which is not entirely in
order or which is not accompanied by (as applicable) the relevant transfer
to escrow or the relevant share certificate(s) and/or other document(s) of
title, or which is received by it at a place or places other than set out
on this Form. In that event, no payment of cash under the Offer will be
made until after (as applicable) the relevant transfer to escrow has
settled or the relevant share certificate(s) and/or other document(s) of
title or indemnities satisfactory to GE Capital have been received.
Printed by Burrups Ltd, St Ives plc B406725.
London, Frankfurt, Hong Kong, Luxembourg, New
York, Paris, Tokyo and Washington D.C.
<PAGE>
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In considering
what action you should take, you are recommended immediately to seek your own
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial advisor.
If you have sold or otherwise transferred all your American Depositary Shares
("CTR ADSs") of Central Transport Rental Group plc ("CTR"), please pass this
document and all accompanying documents as soon as possible to the purchaser or
transferee, or to the bank, stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
Lazard Brothers & Co., Limited ("Lazard Brothers") is acting for General
Electric Capital Corporation ("GE Capital") in relation to the Offer and no one
else, and will not be responsible to anyone other than GE Capital for providing
the protections afforded to customers of Lazard Brothers nor for providing
advice in relation to the Offer. Lazard Brothers is acting through Lazard Freres
& Co. LLC for the purpose of making the Offer in and into the United States.
- --------------------------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY
TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 4, 1997
BY
LAZARD BROTHERS & CO., LIMITED
ON BEHALF OF
GENERAL ELECTRIC CAPITAL CORPORATION
TO ACQUIRE THE WHOLE OF THE ISSUED
AND TO BE ISSUED SHARE CAPITAL
OF
CENTRAL TRANSPORT RENTAL GROUP PLC
- ---------------------------------------------------------
As set forth in "Procedures for tendering CTR ADSs" in Part B of Appendix I to
the Offer to Purchase, this form or one substantially equivalent hereto must be
used for acceptance of the Offer in respect of CTR ADSs, if American Depositary
Receipts evidencing CTR ADSs ("CTR ADRs") are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis or if
time will not permit all required documents to reach the US Depositary prior to
the expiration of the Subsequent Offer Period (as defined in the Offer to
Purchase). Such form may be delivered by hand or mailed to the US Depositary and
must include a signature guarantee by an Eligible Institution in the form set
out herein. See "Procedures for tendering CTR ADSs--Guaranteed delivery" in Part
B of Appendix I to the Offer to Purchase.
- --------------------------------------------------------------------------------
TO: THE BANK OF NEW YORK, US DEPOSITARY
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
COURIER:
(FOR ELIGIBLE INSTITUTIONS
ONLY)
(212) 815-6213
TENDER & EXCHANGE DEPARTMENT TENDER & EXCHANGE DEPARTMENT
P.O. BOX 11248 101 BARCLAY STREET
CHURCH STREET STATION RECEIVE AND DELIVER WINDOW
NEW YORK, NEW YORK 10286-1248 NEW YORK, NEW YORK 10286
FOR CONFIRMATION TELEPHONE:
(800) 507-9357
</TABLE>
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE US DEPOSITARY.
This form is not to be used to guarantee signatures. If a signature or a Letter
of Transmittal is required to be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase) under the instructions thereto, such signature
guarantee must appear in the applicable space provided in the signature box on
the Letter of Transmittal.
ACCEPTANCE OF THE OFFER IN RESPECT OF CTR SHARES (EXCEPT INSOFAR AS THEY ARE
REPRESENTED BY CTR ADSS EVIDENCED BY CTR ADRS) CANNOT BE MADE WITH THIS FORM AND
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES. A FORM OF ACCEPTANCE FOR
ACCEPTING THE OFFER IN RESPECT OF CTR SHARES CAN BE OBTAINED FROM THE US
DEPOSITARY OR THE UK RECEIVING AGENT (AS EACH SUCH TERM IS DEFINED IN THE OFFER
TO PURCHASE).
Ladies and Gentlemen:
The undersigned hereby accepts the Offer in respect of CTR ADSs upon the terms
and subject to the conditions set forth in the Offer to Purchase and pursuant to
the guaranteed delivery procedures set out in "Procedures for tendering CTR
ADSs--Guaranteed delivery" in Part B of Appendix I to the Offer to Purchase.
Capitalized terms used and not defined herein shall have the meaning assigned to
them in the Offer to Purchase.
THE UNDERSIGNED UNDERSTANDS THAT THE ACCEPTANCE OF THE OFFER IN RESPECT OF CTR
ADSS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES WILL NOT BE TREATED AS A
VALID ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE CONDITION. SEE
"PROCEDURES FOR TENDERING CTR ADSS--GUARANTEED DELIVERY" IN PART B OF APPENDIX I
TO THE OFFER TO PURCHASE. TO BE COUNTED TOWARDS SATISFACTION OF THE ACCEPTANCE
CONDITION, CTR ADRS EVIDENCING SUCH CTR ADSS MUST, PRIOR TO THE INITIAL CLOSING
DATE, BE RECEIVED BY THE US DEPOSITARY OR, IF APPLICABLE, TIMELY CONFIRMATION OF
A BOOK-ENTRY TRANSFER OF SUCH CTR ADSS INTO THE US DEPOSITARY'S ACCOUNT AT A
BOOK-ENTRY TRANSFER FACILITY PURSUANT TO THE PROCEDURES SET OUT IN "PROCEDURES
FOR TENDERING CTR ADSS--BOOK-ENTRY TRANSFER" IN PART B OF APPENDIX I TO THE
OFFER TO PURCHASE MUST BE RECEIVED BY THE US DEPOSITARY, TOGETHER WITH A DULY
EXECUTED LETTER OF TRANSMITTAL OR FACSIMILE THEREOF WITH ANY REQUIRED SIGNATURE
GUARANTEES (OR IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND ANY
OTHER REQUIRED DOCUMENTS.
<PAGE>
<TABLE>
<S> <C>
Signature(s): Address(es):
(Include Zip Code)
Area Code(s) and Tel. No(s).:
Name of Record Holder(s):
If CTR ADSs will be tendered by book-entry
transfer, check appropriate box:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Co.
(Please Type or Print)
Number of CTR
ADSs:
CTR ADR No.(s) (if available): Account Number:
Dated:
</TABLE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchanges
Medallion Program, hereby guarantees that the undersigned will deliver to the US
Depositary either CTR ADRs representing CTR ADSs with respect to which the Offer
is being accepted hereby, in proper form for transfer, or confirmation of the
book-entry transfer of such CTR ADSs into the US Depositary's account at The
Depository Trust Company or the Philadelphia Depository Trust Company, in any
such case together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), with any required signature
guarantees (or in the case of a book-entry transfer, an Agent's Message) and any
other required documents, all within three New York Stock Exchange trading days
after the date hereof.
<TABLE>
<S> <C>
Name of Firm, Agent or Trustee (Authorized Signature)
Name:
Address (Please type or print)
Title:
(Zip Code)
Area Code and Tel. No.: Date:
</TABLE>
NOTE: DO NOT SEND CTR ADRS WITH THIS FORM; CTR ADRS SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
<PAGE>
Lazard Brothers & Co., Limited ("Lazard Brothers") is acting for General
Electric Capital Corporation ("GE Capital") in relation to the Offer and no one
else, and will not be responsible to anyone other than GE Capital for providing
the protections afforded to customers of Lazard Brothers nor for providing
advice in relation to the Offer. Lazard Brothers is acting through Lazard Freres
& Co. LLC for the purpose of making the Offer in and into the United States.
- --------------------------------------------------------------------------------
RECOMMENDED CASH OFFER
BY
LAZARD BROTHERS & CO., LIMITED
ON BEHALF OF
GENERAL ELECTRIC CAPITAL CORPORATION
TO ACQUIRE THE WHOLE OF THE ISSUED
AND TO BE ISSUED SHARE CAPITAL
OF
CENTRAL TRANSPORT RENTAL GROUP PLC
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M. (LONDON
TIME), 10:00 A.M. (NEW YORK CITY TIME) ON SEPTEMBER 2, 1997, UNLESS EXTENDED
(THE "INITIAL OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN
SATISFIED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER
PERIOD"). HOLDERS OF CTR SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD, EXCEPT IN
CERTAIN LIMITED CIRCUMSTANCES.
August 4, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Lazard Freres & Co. LLC has been appointed by General Electric Capital
Corporation ("GE Capital") to act as dealer manager in the United States (the
"Dealer Manager") in connection with an offer by Lazard Brothers & Co., Limited,
on behalf of GE Capital, to purchase, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 4, 1997 (the "Offer
to Purchase") and the related Acceptance Form (as defined in the Offer to
Purchase) (collectively, the "Offer"), (i) all outstanding ordinary shares of 1
pence each ("CTR Shares") of Central Transport Rental Group plc ("CTR") for 16
pence per CTR Share in cash and (ii) all outstanding American Depositary Shares
of CTR, each representing three CTR Shares ("CTR ADSs" and, together with CTR
Shares, "CTR Securities") and evidenced by American Depositary Receipts ("CTR
ADRs"), for 48 pence per CTR ADS in cash.
THE BOARD OF CTR, WHICH HAS BEEN SO ADVISED BY MORGAN GRENFELL & CO.,
LIMITED, ITS FINANCIAL ADVISOR, CONSIDERS THE TERMS OF THE OFFER TO BE FAIR AND
REASONABLE. IN PROVIDING ADVICE TO THE BOARD OF CTR, MORGAN GRENFELL & CO.,
LIMITED HAS TAKEN ACCOUNT OF THE COMMERCIAL ASSESSMENTS OF THE DIRECTORS OF CTR.
ACCORDINGLY, THE DIRECTORS OF CTR HAVE UNANIMOUSLY RECOMMENDED ALL HOLDERS OF
CTR SECURITIES TO ACCEPT THE OFFER, AS CERTAIN OF THEM HAVE IRREVOCABLY
UNDERTAKEN TO DO IN RESPECT OF THEIR PERSONAL HOLDINGS OF CTR SHARES AND OPTIONS
IN RESPECT OF CTR SHARES.
<PAGE>
For your information and for forwarding to those of your clients for whom
you hold CTR ADSs registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase;
2. A printed form of letter that may be sent to your clients for whose
account you hold CTR ADSs registered in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
3. The Letter of Transmittal to be used by holders of CTR ADSs to
accept the Offer;
4. The Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. The return envelope addressed to the US Depositary.
THE OFFER CANNOT BE ACCEPTED IN RESPECT OF CTR SHARES BY MEANS OF A LETTER
OF TRANSMITTAL. A FORM OF ACCEPTANCE FOR ACCEPTING THE OFFER IN RESPECT OF CTR
SHARES CAN BE OBTAINED FROM THE INFORMATION AGENT, THE US DEPOSITARY OR THE UK
RECEIVING AGENT (AS EACH SUCH TERM IS DEFINED IN THE OFFER TO PURCHASE).
In all cases, payment for CTR ADSs purchased pursuant to the Offer will be
made only after timely receipt by the US Depositary of CTR ADRs evidencing such
CTR ADSs or a confirmation of book-entry transfer, together with the Letter of
Transmittal (or a facsimile copy thereof) properly completed and duly executed
with any required signature guarantees or, in the case of a book-entry transfer,
an Agent's Message (as defined in the Offer to Purchase) and any other documents
required by the Letter of Transmittal.
GE Capital will not pay any fees or commissions to any broker, dealer, or
other person (other than Lazard Brothers & Co., Limited, the Dealer Manager, the
US Depositary, the UK Receiving Agent and the Information Agent as described in
the Offer to Purchase) in connection with the solicitation of acceptances of the
Offer with respect to CTR ADSs evidenced by CTR ADRs. You will, however, be
reimbursed for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your client.
Morgan Grenfell & Co., Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for CTR and for no one
else in connection with the Offer and will not be responsible to anyone other
than CTR for providing the protections afforded to its customers nor for giving
advice in relation to the Offer.
Additional copies of the enclosed materials may be obtained from the Dealer
Manager or the Information Agent at their respective addresses and telephone
numbers set forth in the Offer to Purchase.
Terms defined in the Offer to Purchase shall have the same meanings in this
letter.
Very truly yours,
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
(212) 632-6717 within New York City
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF LAZARD BROTHERS & CO., LIMITED, GE CAPITAL,
GENERAL ELECTRIC COMPANY, THE US DEPOSITARY, THE INFORMATION AGENT, THE DEALER
MANAGER, OR THE UK RECEIVING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT
TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
<PAGE>
RECOMMENDED CASH OFFER
BY
LAZARD BROTHERS & CO., LIMITED
ON BEHALF OF
GENERAL ELECTRIC CAPITAL CORPORATION
TO ACQUIRE THE WHOLE OF THE ISSUED
AND TO BE ISSUED SHARE CAPITAL
OF
CENTRAL TRANSPORT RENTAL GROUP PLC
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M. (LONDON
TIME), 10:00 A.M. (NEW YORK CITY TIME) ON SEPTEMBER 2, 1997, UNLESS EXTENDED
(THE "INITIAL OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN
SATISFIED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER
PERIOD"). HOLDERS OF CTR SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD, EXCEPT IN
CERTAIN LIMITED CIRCUMSTANCES.
August 4, 1997
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated August 4,
1997 (the "Offer to Purchase"), the Letter of Transmittal and the Notice of
Guaranteed Delivery relating to an offer by Lazard Brothers & Co., Limited,
acting in the United States through Lazard Freres & Co. LLC, and on behalf of
General Electric Capital Corporation ("GE Capital"), to purchase, upon the terms
and subject to the conditions set forth in the Offer to Purchase and the related
Acceptance Form (as defined in the Offer to Purchase) (collectively, the
"Offer"), (i) all outstanding ordinary shares of 1 pence each ("CTR Shares") of
Central Transport Rental Group plc ("CTR") for 16 pence per CTR Share in cash
and (ii) all outstanding American Depositary Shares of CTR, each representing
three CTR Shares ("CTR ADSs" and, together with CTR Shares, "CTR Securities")
and evidenced by American Depositary Receipts ("CTR ADRs"), for 48 pence per CTR
ADS in cash.
We are the holder of record of CTR ADSs evidenced by CTR ADRs held by us for
your account. An acceptance of the Offer in respect of such CTR ADSs can be made
only by us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish to have us accept
the Offer on your behalf in respect of any or all CTR ADSs held by us for your
account pursuant to the terms and subject to the conditions set forth in the
Offer.
<PAGE>
Your attention is directed to the following:
1. The Offer is being made for all CTR Shares and CTR ADSs evidenced by
CTR ADRs and has been recommended by the board of directors of CTR.
2. The Offer is on the terms and subject to the Conditions set forth in
Appendix I to the Offer to Purchase.
3. The Initial Offer Period of the Offer will expire at 3:00 p.m.
(London time), 10:00 a.m. (New York City time) on September 2, 1997, unless
extended (in accordance with the terms thereof).
4. At the conclusion of the Initial Offer Period, including any
extension thereof, if all conditions of the Offer have been satisfied or,
where permitted, waived, the Offer will be extended for a Subsequent Offer
Period of at least 14 calendar days.
5. Holders of CTR Securities will have the right to withdraw their
acceptances of the Offer during the Initial Offer Period, including any
extension thereof, but not during the Subsequent Offer Period, except in
certain limited circumstances.
6. CTR ADS holders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes applicable to a sale of CTR ADSs
evidenced by CTR ADRs to GE Capital.
If you wish to have us accept the Offer in respect of any or all of CTR ADSs
evidenced by CTR ADRs held by us for your account, please so instruct us by
completing, executing and returning to us the instruction form contained in this
letter. If you authorize us to accept the Offer in respect of your CTR ADSs
evidenced by CTR ADRs, the Offer will be accepted in respect of all such CTR
ADSs unless otherwise indicated in such instruction form. Please forward your
instruction form to us in ample time to permit us to accept the Offer on your
behalf prior to the expiration of the Offer.
THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO ACCEPT THE OFFER IN RESPECT OF CTR ADSS
EVIDENCED BY CTR ADRS HELD BY US FOR YOUR ACCOUNT.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER FOR
ALL CTR SHARES AND CTR ADSS EVIDENCED BY CTR ADRS
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase dated August 4, 1997 (the "Offer to Purchase"), and the related Letter
of Transmittal relating to an offer by Lazard Brothers & Co., Limited, acting in
the United States through Lazard Freres & Co. LLC, and on behalf of General
Electric Capital Corporation to purchase, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the accompanying Acceptance
Form (as defined in the Offer to Purchase) (collectively, the "Offer"), (i) all
outstanding ordinary shares of 1 pence each ("CTR Shares") of Central Transport
Rental Group plc ("CTR") for 16 pence per CTR Share in cash and (ii) all
outstanding American Depositary Shares of CTR, each representing three CTR
Shares ("CTR ADSs") and evidenced by American Depositary Receipts, for 48 pence
per CTR ADS in cash.
This will instruct you to accept the Offer in respect of the number of CTR
ADSs indicated below (or, if no number is indicated below, all CTR ADSs) held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Dated , 1997
<TABLE>
<S> <C>
Number of CTR ADSs to be tendered(1): ---------------------------------------------
CTR ADSs ---------------------------------------------
Signature(s)
---------------------------------------------
---------------------------------------------
Please print name(s)
---------------------------------------------
---------------------------------------------
Address(es)
---------------------------------------------
Area Code and Tel. No.
---------------------------------------------
Employer Identification or Social Security No.
</TABLE>
- ------------------------
(1) Unless otherwise indicated, it will be assumed that the Offer is to be
accepted in respect of all CTR ADSs held by us for your account.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
NAME. If you are an individual, you must generally enter the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change please enter your first name, the last name shown on your
social security card, and your new last name.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND SOCIAL SECURITY NUMBER OF--
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
1. Individual The individual
2. Two or more individuals The actual owner of the account or, if combined funds, the first
(joint account) individual on the account(1)
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
4. a The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b So-called trust account that is not a legal or The actual owner(1)
valid trust under state law
5. Sole proprietorship account The owner(3)
6. Sole Proprietorship The owner(3)
7. A valid trust, estate, or pension trust Legal entity(4)
8. Corporate The corporation
9. Association, club, religious, charitable, The organization
educational, or other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district, or prison) that
receives agricultural program payments
</TABLE>
________________________________________________________________________________
(1) List above the signature line first and circle the name of the person whose
number you furnish.
(2) List first and circle minor's name and furnish the minor's social security
number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use your social security number or
employer identification number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title).
NOTE:If no name above the signature line is listed when more than one name
appears in the registration, the number will be considered to be that of
the first name appearing in the registration.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Section references are to the Internal Revenue Code.
PURPOSE OF FORM.--A person who is required to file an information return with
the IRS must get your correct TIN to report, for example, income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. Use Form W-9 to give your correct TIN to the requester (the person
requesting your TIN) and, when applicable, (1) to certify the TIN you are giving
is correct (or you are waiting for a number to be issued), (2) to certify you
are not subject to backup withholding, or (3) to claim exemption from backup
withholding if you are an exempt payee.
NOTE: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form if it is substantially similar to Form W-9.
WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.
If you give the requester your correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, payments you
receive will not be subject to backup withholding. Payments you receive WILL be
subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because you did
not report all your interest and dividends on your tax return (for reportable
interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only), or
5. You do not certify your TIN.
Certain payees and payments are exempt from backup withholding and information
reporting. See below.
HOW TO GET A TIN: If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5 from your local Social Security Administration office.
Get Form W-7 to apply for an Individual TIN or Form SS-4 to apply for an EIN.
You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676).
If you do not have a TIN, check the box titled "Applied For" in the space for
the TIN, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN. NOTE: Checking
the box titled "Applied For" on the form means that you have already applied for
a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING Individuals (including sole proprietors)
are NOT exempt from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
If you are exempt from backup withholding, you should still complete Form W-9 to
avoid possible erroneous backup withholding. Enter your correct TIN in Part I,
write "Exempt" in Part II, and sign and date the form. If you are a nonresident
alien or a foreign entity not subject to backup withholding, give the requester
a completed FORM W-8, Certificate of Foreign Status.
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in (1)
through (13) and a person registered under the Investment Advisers Act of 1940
who regularly acts as a broker are exempt. Payments subject to reporting under
sections 6041 and 6041A are generally exempt from backup withholding only if
made to payees described in items (1) through (7), except a corporation that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) A corporation. (2) An organization exempt from tax under section 501(a), or
an IRA, or a custodial account under section 403(b)(7) if the account satisfies
the requirements of section 401(f)(2). (3) The United States or any of its
agencies or instrumentalities. (4) A state, the District of Columbia, a
possession of the United States, or any of their political subdivisions or
instrumentalities. (5) A foreign government or any of its political
subdivisions, agencies, or instrumentalities. (6) An international organization
or any of its agencies or instrumentalities. (7) A foreign central bank of
issue. (8) A dealer in securities or commodities required to register in the
United States or a possession of the United States. (9) A futures commission
merchant registered with the Commodity Futures Trading Commission. (10) A real
estate investment trust. (11) An entity registered at all times during the tax
year under the Investment Company Act of 1940. (12) A common trust fund operated
by a bank under section 584(a). (13) A financial institution. (14) A middleman
known in the investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc., Nominee
List. (15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends that are generally exempt from
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441.
- Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding include
the following:
- Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not provided
your correct TIN to the payer.
- Payments of tax-exempt interest (including exempt-interest
dividends under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
PRIVACY ACT NOTICE.--Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.
PENALTIES
(1) FAILURE TO FURNISH TIN.--If you fail to furnish your TIN to a requester, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.-- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses TINs in violation of
federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE>
[Letterhead of Lazard Brothers & Co., Limited]
29 July 1997
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR")
SUMMARY
- - The boards of GE Capital and CTR announce the terms of a recommended
cash offer for CTR to be made by Lazard Brothers on behalf of GE Capital.
- - The Offer will be 16 pence for each CTR Share and 48 pence for each
CTR ADS, valuing the current issued share capital of CTR at approximately
L118 million.
- - The Offer represents a premium of approximately 129 per cent. to the
Closing Price of 7 pence per CTR Share and a premium of approximately 132
per cent. to the Closing Price of 34.4 cents per CTR ADS on 28 July 1997.
- - GE Capital has received irrevocable undertakings to accept the Offer
from directors of CTR in respect of their holdings of 20,000 CTR Shares and
options over a further 2 million CTR Shares. In addition, other shareholders
have undertaken to accept the offer in respect of 264.8 million CTR Shares
and 21.3 million CTR ADSs (representing 44.5 per cent. of CTR's current
issued share capital).
- - The board of GE Capital believes the acquisition of CTR represents an
exceptional opportunity which will benefit the customers of both TIP Europe,
a wholly owned subsidiary of GE Capital active in commercial trailer rental,
leasing and sales, and CTR. CTR is a well positioned company with capable,
experienced employees and the support of GE Capital will allow it to reach
its full potential.
Commenting on the Offer, Todd Bradley, Vice President of GE Capital, said:
"We are excited by the opportunity of combining the strengths and industry
expertise of CTR and TIP Europe which will enable us to provide even better
services to our customers over a broader geographical area supported by the
financial strength, technology and service expertise of GE Capital."
Commenting on the Offer, Ian Clubb, Chairman of CTR, said:
"The Offer represents good value for CTR shareholders and the combination of the
two companies creates an opportunity to extend our services for vehicle rental
customers in Europe."
The board of CTR, which has been so advised by Deutsche Morgan Grenfell, its
financial adviser, considers the terms of the Offer to be fair and reasonable.
In providing advice to the board of CTR, Deutsche Morgan Grenfell has taken
account of the commercial assessments of the directors of CTR. The directors of
CTR will unanimously recommend all holders of CTR Shares and CTR ADSs to accept
the Offer.
<PAGE>
The Conditions of the Offer are set out in Appendix I. Appendix III contains
definitions of certain expressions used in this announcement.
This summary should be read in conjunction with the attached announcement.
ENQUIRIES:
GE CAPITAL
Christopher Mackenzie (Vice President) 0171 302 6125
R.Todd Bradley (Vice President) 0171 302 6066
Mary Horne (Manager of Communications) (001) 203 357 6978
LAZARD BROTHERS 0171 588 2721
David Anderson
HILL AND KNOWLTON (UK) LIMITED 0171 413 3000
Elizabeth Ballard
Andrew Marshall
CTR 01494 477 000
Ian Clubb (Chairman)
David Howell (Finance Director)
DEUTSCHE MORGAN GRENFELL 0171 545 8000
Robert Leitao
Roger Brazg
COLLEGE HILL 0171 457 2020
Richard Pearson
The Offer will not be made to (nor will tenders be accepted from or on behalf
of) holders of CTR Shares or CTR ADSs in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In any jurisdiction of the United States, the securities
laws or blue sky laws of which require the Offer to be made by a licensed broker
or dealer, the Offer will be made on behalf of GE Capital by Lazard Freres &
Co. LLC, or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
Lazard Brothers, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for GE Capital and for no one else in
connection with the Offer and will not be responsible to anyone other than GE
Capital for providing the protections afforded to its customers nor for giving
advice in relation to the Offer.
<PAGE>
Deutsche Morgan Grenfell, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for CTR and for no one else
in connection with the Offer and will not be responsible to anyone other than
CTR for providing the protections afforded to its customers nor for giving
advice in relation to the Offer.
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC ("CTR")
1. INTRODUCTION
The boards of GE Capital and CTR announce the terms of a recommended cash offer
to be made by Lazard Brothers on behalf of GE Capital, to acquire the whole of
the issued and to be issued share capital of CTR.
The offer will be 16 pence for each CTR Share and 48 pence for each CTR ADS,
valuing the current issued share capital of CTR at approximately L118 million.
The board of CTR, which has been so advised by Deutsche Morgan Grenfell, its
financial adviser, considers the terms of the Offer to be fair and reasonable.
In providing advice to the board of CTR, Deutsche Morgan Grenfell has taken
account of the commercial assessments of the directors of CTR. The directors of
CTR will unanimously recommend all holders of CTR Shares and CTR ADSs to accept
the Offer, as they have irrevocably undertaken to do in respect of their
personal holdings of 20,000 CTR Shares and options in respect of a further 2
million CTR Shares. In addition, other shareholders have undertaken to accept
the Offer in respect of 264.8 million CTR Shares and 21.3 million CTR ADSs
(representing 44.5 per cent. of CTR's current issued share capital). The
undertakings from such other shareholders will cease to be binding if a higher
competing offer is announced.
2. THE OFFER
The Offer will be subject to the Conditions which will, together with the
further terms of the Offer, appear in the Offer Document and will be made by
Lazard Brothers, on behalf of GE Capital, on the following basis:
for each CTR Share 16 pence; and
for each CTR ADS 48 pence.
The Offer values the current issued share capital of CTR at approximately L118
million. The Offer represents a premium of approximately 129 per cent. to the
Closing Price of 7 pence per CTR Share and a premium of approximately 132 per
cent. to the Closing Price of 34.4 cents per CTR ADS, on 28 July 1997.
The settlement procedure with respect to the Offer will be consistent with UK
practice. However, with regard to the date of payment, the consideration under
the Offer will be paid promptly in accordance with the US tender offer rules.
The Offer will be subject to the applicable requirements of both the City Code
in the United
<PAGE>
Kingdom and the United States federal securities laws, except to
the extent that exemptive relief has been granted by the SEC.
CTR Securities will be acquired by GE Capital fully paid and free from all
liens, equities, charges, encumbrances and other interests, together with all
rights now or hereafter attaching thereto, including without limitation, the
right to receive and retain all dividends and other distributions declared, made
or paid hereafter. The Conditions are set out in Appendix I to this
announcement.
The Initial Offer Period is expected to expire at 3 p.m. (London time), 10 a.m.
(New York City time) on the Business Day following the 20th Business Day from
the date of the Offer Document, unless the Initial Offer Period is extended. At
the end of the Initial Offer Period, the Offer will be extended for a Subsequent
Offer Period of at least 14 calendar days. Holders of CTR Securities will have
withdrawal rights during the Initial Offer Period, but not during the Subsequent
Offer Period.
3. INFORMATION ON THE GE CAPITAL GROUP
GE Capital, an indirect wholly owned subsidiary of General Electric Company (not
connected with the UK company of a similar name), is a substantial diversified
financial services company. GE Capital's activities include equipment
management, mid-market financing, specialised financing, speciality insurance
and consumer services.
One of GE Capital's equipment management businesses is TIP Europe, which is a
leading commercial trailer rental, leasing and sales company.
General Electric Company is a diversified manufacturing, technology and services
company with operations worldwide. In the year ended 31 December 1996, General
Electric Company's consolidated revenues were $79 billion and net earnings were
$7 billion.
4. INFORMATION ON CTR
The CTR Group is engaged in transportation equipment rental/leasing, operating
substantial trailer rental fleets in Europe. It focuses upon the provision of
operating leases on several types of trailers, together with other related
value-added services, including maintenance and damage protection.
CTR operates 132 depots, with a total fleet of approximately 22,500 trailers, in
nine European countries. The CTR Group's principal markets are the United
Kingdom, Germany, France, Holland and Belgium, and 26 of these depots and some
8,850 trailers are located in the United Kingdom.
As at 30 April 1997, CTR had total assets of L307.7 million, net debt of L223.2
million and shareholders funds of L32.9 million. For the twelve months ended 30
April 1997, CTR generated turnover from continuing activities of L110.9 million,
operating profits before exceptional items of L15.2 million, and profit before
tax of L5.8 million.
The CTR Group's principal markets remain very competitive, although the CTR
Group is continuing to benefit from the effects of its financial restructuring.
Trading since the financial
<PAGE>
year end has been in line with expectations and with the continuation of the
positive performance seen in the second half of the financial year ended 30
April 1997.
5. BACKGROUND TO THE OFFER
The board of GE Capital believes the acquisition of CTR represents an
exceptional opportunity which will benefit the customers of both TIP Europe, a
wholly owned subsidiary of GE Capital active in commercial trailer rental,
leasing and sales, and CTR. CTR is a well positioned company with capable,
experienced employees and the support of GE Capital will allow it to reach its
full potential.
6. REGULATION
The Offer is subject to certain regulatory consents and confirmations being
obtained. Approaches by GE Capital to relevant regulatory authorities in
connection with the Offer will include a submission to the Office of Fair
Trading and notification to the German Federal Cartel Office and the Belgian
Competition Service.
7. ENVIRONMENTAL CONDITION
The Offer is subject to certain conditions relating to environmental matters
being satisfied.
8. CTR SHARE SCHEMES
The Offer will extend to any fully paid CTR Shares which are unconditionally
allotted or issued while the Offer is open for acceptance, including those
unconditionally allotted or issued pursuant to the exercise of options under the
CTR Share Schemes.
Appropriate proposals will be made in due course to the participants in the CTR
Share Schemes if the Offer becomes or is declared unconditional in all respects.
9. DIRECTORS, MANAGEMENT AND EMPLOYEES
CTR is a well positioned company with capable and experienced employees. GE
Capital has given assurances to the board of CTR that the existing employment
rights of all CTR employees, and the existing pension rights of pensioners and
deferred pensioners of the CTR Group, will be fully safeguarded.
10. HOLDINGS IN CTR
Neither GE Capital, nor any of its directors, nor, so far as GE Capital is
aware, any party acting in concert with GE Capital, owns or controls any CTR
Securities or holds any options to purchase CTR Securities or holds any
derivatives referenced to CTR Securities.
11. CERTAIN CTR INDEBTEDNESS
Under the terms of the CTR Group's existing US public bond indebtedness of
$238.5 million, upon a change of control of CTR (which will occur in connection
with the Offer upon the commencement of the Subsequent Offer Period), CTR will
be required to make an offer to
<PAGE>
repurchase such bond indebtedness at a price equal to the principal amount
thereof, plus accrued and unpaid interest to the date of payment, together
with a premium thereon. In addition, CTR will be required to repay the
amounts outstanding under its existing bank indebtedness, together with a
premium thereon, upon a change of control of CTR (which will occur in
connection with the Offer upon the commencement of the Subsequent Offer
Period).
12. GENERAL
(a) The Offer will not be made to (nor will tenders be accepted from or on
behalf of) holders of CTR Shares or CTR ADSs in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdiction of the United States, the
securities laws or blue sky laws of which require the Offer to be made by a
licensed broker or dealer, the Offer will be made on behalf of GE Capital by
Lazard Freres & Co. LLC or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
(b) Lazard Brothers, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for GE Capital and no one else in
connection with the Offer and will not be responsible to anyone other than GE
Capital for providing the protections afforded to its customers nor for giving
advice in relation to the Offer
(c) Deutsche Morgan Grenfell, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for CTR and no one else in
connection with the Offer and will not be responsible to anyone other than CTR
for providing the protections afforded to its customers nor for giving advice in
relation to the Offer.
(d) The Offer Document will be posted within five Business Days from the date
hereof and will be available for inspection at the offices of Slaughter and May,
35 Basinghall Street, London, EC2.
The definitions of certain expressions used in this announcement are contained
in Appendix III.
This announcement does not constitute an invitation to purchase any securities.
APPENDIX I
CONDITIONS OF THE OFFER
The Offer, which will be made by Lazard Brothers on behalf of GE Capital, will
comply with the rules and regulations of the London Stock Exchange and the City
Code and will be governed by English law and be subject to the jurisdiction of
the English courts. In addition, the Offer will be subject to the applicable
requirements of the United States federal securities laws (except to the extent
that exemptive relief has been granted by the SEC).
The Offer will be subject to the following Conditions:
<PAGE>
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. (London Time), 10.00 a.m. (New York City
time) on the Business Day after the 20th Business Day following the
date of the Offer Document (or such later time(s) and/or date(s) as GE
Capital may, subject to the City Code, decide) in respect of not less
than 90 per cent. (or such lower percentage as GE Capital may decide)
in nominal value of the CTR Securities to which the Offer relates,
provided that this Condition shall not be satisfied unless GE Capital
and/or any of its wholly-owned subsidiaries shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, CTR
Securities carrying, in aggregate, more than 50 per cent. of the voting
rights then normally exercisable at general meetings of CTR. For the
purposes of this Condition:
i) any CTR Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights they will
carry upon issue; and
(ii) the expression "CTR Securities to which the Offer relates" shall
be construed in accordance with sections 428 to 430F of the
Companies Act;
Provided that, unless GE Capital determines otherwise, this
Condition (a) can only be treated as satisfied at a time when
all of the other Conditions in paragraphs (b) to (k) are either
satisfied or waived;
(b) the Office of Fair Trading in the United Kingdom indicating, in terms
reasonably satisfactory to GE Capital, that it is not the intention of
the Secretary of State for Trade and Industry to refer the proposed
acquisition of CTR by GE Capital, or any matter arising there from or
related thereto, to the Monopolies and Mergers Commission;
(c) the German Federal Cartel Office indicating, in terms reasonably
satisfactory to GE Capital, that it does not intend to prohibit the
proposed acquisition of CTR by GE Capital or impose remedial conditions
which GE Capital reasonably considers unsatisfactory;
(d) the Belgian Competition Council indicating, in terms reasonably
satisfactory to GE Capital, that it does not intend to prohibit the
proposed acquisition of CTR by GE Capital;
(e) there being no provision of any agreement, arrangement, licence,
permit, franchise or other instrument to which any member of the wider
CTR Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, which, in consequence of the
Offer, or the proposed acquisition by GE Capital of any shares or other
securities in CTR or because of a change in the control or management
of CTR or otherwise, could result in (to an extent which is material in
the context of the wider CTR Group taken as a whole):
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member being or
becoming repayable or capable of being declared repayable
immediately or earlier than its stated maturity date or repayment
date or the ability of any such member to borrow money or incur
any indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any agreement, arrangement, licence, permit, franchise or
instrument or the
<PAGE>
rights, liabilities, obligations or interests of any member of
the wider CTR Group being terminated or modified or affected or
any obligation or liability arising or any action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of
or charged;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member or any such security
interest, whenever arising or having arisen, becoming enforceable;
(v) the rights, liabilities, obligations or interests of any member
of the wider CTR Group in, or the business of any such member
with, any person, firm or body (or any arrangement or arrangements
relating to any such interest or business) being terminated,
modified or affected;
(vi) the financial or trading position or prospects of any member of
the wider CTR Group being prejudiced or adversely affected; or
(vii) any member of the wider CTR Group ceasing to be able to
carry on business under any name under which it presently does so;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit, franchise or other
instrument to which any member of the wider CTR Group is a party
or by or to which any such member or any of its assets may be
bound, entitled or subject, could reasonably be expected to result
in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vii) of this paragraph (e) to an extent
which is material in the context of the wider CTR Group taken as
a whole;
(f) no government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or
investigative body, court, trade agency, association, institution
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having decided to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation, decision or order
or having taken any other steps which would or could reasonably be
expected to:
(i) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the wider
GE Capital Group or any member of the wider CTR Group of all or
any portion of their respective businesses, assets or properties
or impose any limitation on the ability of any of them to conduct
any of their respective businesses (or any of them) or to own any
of their respective assets or properties or, any part thereof in
any such case to an extent which is material in the context of the
wider GE Capital Group or, if applicable, the wider CTR Group (and
in each case taken as a whole);
<PAGE>
(ii) require, prevent or materially delay the divestiture by any
member of the wider GE Capital Group of any shares or other
securities in CTR;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the wider GE Capital Group or the wider
CTR Group, directly or indirectly, to acquire or to hold or to
exercise effectively any rights of ownership in respect of shares
or other securities (or the equivalent) in any member of the
wider CTR Group or the wider GE Capital Group or to exercise
management control over any such member in any such case to an
extent which is material in the context of the wider GE Capital
Group or, if applicable, the wider CTR Group (and in each case
taken as a whole);
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the wider GE Capital Group or of any
member of the wider CTR Group in any such case to an extent which
is material in the context of the wider GE Capital Group or if
applicable, the wider CTR Group (in each case taken as a whole);
(v) make the Offer or its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control of CTR by any member of the wider GE Capital Group void,
illegal, and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, materially
restrain, restrict, prohibit, delay or otherwise interfere with
the same, or impose additional material conditions or obligations
with respect thereto;
(vi) require any member of the wider GE Capital Group or the wider CTR
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider CTR Group or
the wider GE Capital Group owned by any third party; or
(vii) impose any limitation on the ability of any member of the
wider GE Capital Group or the wider CTR Group to co-ordinate its
business, or any part of it, with the businesses of any other
members of either group in any such case to an extent which is
material in the context of the wider GE Capital Group or, if
applicable, the wider CTR Group (and in each case taken as a
whole);
(g) all applicable waiting and other time periods during which any Third
Party could, in respect of the Offer, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any relevant jurisdiction which could
be material in the context of the Offer having expired, lapsed or been
terminated;
(h) all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any
applicable jurisdiction having been complied with in connection with
the Offer or the acquisition, directly or indirectly, by any member of
the wider GE Capital Group of any shares or other securities in, or
control of, CTR and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and
approvals reasonably deemed necessary or appropriate by GE Capital for
or in respect of the Offer or the proposed
<PAGE>
acquisition of any shares or other securities in, or control
of, CTR by any member of the wider GE Capital Group having been
obtained in terms and in a form reasonably satisfactory to GE Capital
from all appropriate Third Parties or from any persons with whom any
member of the wider CTR Group has entered into contractual arrangements
and all such authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals together
with all authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the wider CTR
Group, remaining in full force and effect and there being no notice or
intimation of any intention to revoke or not to renew any of the same
at the time at which the Offer becomes otherwise unconditional (in any
such case with respect to contractual arrangements which are material
in the context of the CTR Group taken as a whole);
(i) except as publicly announced by CTR prior to the date of this
announcement or disclosed in the accounts or the Form 20-F of CTR
for the year ended 30 April 1997, no member of the wider CTR Group
having, since 30 April 1997 to an extent which is material in the
context of the CTR Group taken as a whole:
(i) save as between CTR and wholly-owned subsidiaries of CTR or for
CTR Shares issued pursuant to the exercise of options granted
under the CTR Share Schemes prior to the date of this
announcement, issued, authorised or proposed the issue of
additional shares of any class;
(ii) save as between CTR and wholly-owned subsidiaries of CTR or for
the grant of options under the CTR Share Schemes prior to the
date of this announcement, issued or authorised or proposed the
issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any
such shares or convertible securities;
(iii) other than to another member of the CTR Group, recommended,
declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution;
(iv) save for intra-CTR Group transactions, merged with any body
corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any asset or
any right, title or interest in any asset (including shares and
trade investments) or authorised or proposed or announced any
intention to propose any such merger, acquisition, disposal,
transfer, mortgage, charge or security interest (in each case
other than in the ordinary course of business);
(v) save for intra-CTR Group transactions made or authorised or
proposed or announced an intention to propose any change in its
loan capital;
(vi) issued, authorised or proposed the issue of any debentures or
(save for intra-CTR Group transactions) incurred or increased
any indebtedness or contingent liability or become subject to
any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem
<PAGE>
or repay any of its own shares or other securities or reduced or
made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than
in the ordinary course of business or entered into or changed
the terms of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or
otherwise) which is of a long-term, onerous or unusual nature
or magnitude or which is or is likely to be materially
restrictive to the businesses of any member of the wider CTR
Group or which involves or could involve an obligation of such
a nature or magnitude or which is other than in the ordinary
course of business;
(x) taken any corporate action or had any legal proceedings started
or threatened against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
(xi) made or agreed or consented to any change to the terms of the
trust deeds constituting the pension schemes established for
its directors and/or employees and/or their dependants or to
the benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are
calculated or determined, or to the basis upon which the
liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(xii) waived or compromised any claim other than in the ordinary
course of business; or
(xiii) entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open
for acceptance) with respect to or announced any intention to,
or to propose to, effect any of the transactions, matters or
events referred to in this Condition;
and, for the purposes of paragraphs (iv), (v) and (vi) of this
Condition, the term "CTR Group" shall mean CTR and its
wholly-owned subsidiaries;
(j) since 30 April 1997 and save as disclosed in the accounts or the Form
20-F of CTR for the year ended 30 April 1997, or publicly announced by
CTR prior to the date of this announcement:
(i) no material adverse change or deterioration having occurred in
the business, assets, financial or trading position or profits
or prospects of any member of the wider CTR Group which is
material in the context of the wider CTR Group
<PAGE>
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the wider CTR Group is
or, to its knowledge, may become a party (whether as a
plaintiff, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the wider
CTR Group having been instituted, threatened in writing or
announced by or against or remaining outstanding in respect of
any member of the wider CTR Group which in any such case could
reasonably be expected to affect materially and adversely the
wider CTR Group taken as a whole; and
(iii) no contingent or other liability having arisen or become
apparent to GE Capital which might reasonably be expected to
affect materially and adversely the wider CTR Group taken as a
whole;
(k) GE Capital not having discovered:
(i) that the financial, business or other information taken as a
whole, concerning the wider CTR Group as contained in the
information publicly disclosed since 15 May 1996 by or on
behalf of any member of the wider CTR Group is materially
misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not
materially misleading;
(ii) that any member of the wider CTR Group which is not a
subsidiary undertaking of CTR is subject to any liability
(contingent or otherwise) which is not disclosed in the annual
report and accounts of CTR for the year ended 30 April 1997 or
in CTR's Form 20-F for the year then ended and which is
material to the wider CTR Group taken as a whole;
(iii) any member of the wider CTR Group has not complied with any HSE
Law which non-compliance would or would be likely to give rise
to any material liability or cost on the part of any member of
the wider CTR Group for which there is not an unused provision,
which is expressed to be in respect of environmental matters,
in the accounts of CTR for the year ended 30 April 1997;
(iv) there is any HSE Matter on or about, or there is any HSE Matter
at or from, any land or other asset owned, occupied or made
use of at any time by any member of the wider CTR Group as to
which any member of the wider CTR Group is or could reasonably
be expected to be held responsible under HSE Laws, or any
person in which any such member may have or have had an
interest or any former, in either case, member or predecessor
in business of the wider CTR Group as to which any member of
the wider CTR Group is or could reasonably be expected to be
held responsible under HSE Laws, which would be likely to give
rise to any material liability or cost on the part of any
member of the wider CTR Group that would result in a material
liability for which there is not an unused provision, which is
expressed to be in respect of environmental matters, in the
accounts of CTR for the year ended 30 April 1997;
(v) there is or is reasonably likely to be any requirement under
HSE Laws (whether
<PAGE>
as a result of the making of the Offer or otherwise) to remediate
any land or other asset owned, occupied or made use of at any
time by any member of the wider CTR Group or any former member
or predecessor in business of any member of the wider CTR Group
as to which any member of the wider CTR Group is or could be held
responsible under HSE Laws that would result in a material
liability for which there is not an unused provision, which is
expressed to be in respect of environmental matters, in the
accounts of CTR for the year ended 30 April 1997; or
(vi) any member of the wider CTR Group is reasonably likely to be
subject to any material liability or requirement to improve or
install plant or equipment in order to achieve or maintain
compliance with any HSE Law for which there is not an unused
provision, which is expressed to be in respect of environmental
matters, in the accounts of CTR for the year ended 30 April
1997;
and, for the purposes of sub-paragraphs (iii), (iv), (v) and
(vi) of this paragraph (k), a liability, cost or requirement
shall, but without prejudice to the meaning of material in any
other Condition, be deemed to be material if it amounts to L7
million or more (calculated at net present value) or if such
liability, cost or requirement together with the aggregate
amount of any other such liability, cost or requirement amounts
or is reasonably likely to amount to L7 million or more
(calculated at net present value), or results or is reasonably
likely to result in expenditure of L7 million or more
(calculated at net present value).
The determination, based upon Phase I and Phase II audits, the
basis for which has been agreed between representatives of GE
Capital and CTR,(made after consultation with consultants or
advisors appointed by the CTR Group) by environmental
consultants appointed by GE Capital as to whether any
liability, cost or requirement of a type referred to in
sub-paragraphs (iii), (iv),(v) and (vi) of this paragraph (k)
exists or is reasonably likely to arise under HSE Laws and as
to the amount or reasonably likely amount of any expenditure
resulting from any such liability, cost or requirement shall be
treated as binding and conclusive for the purposes of
determining whether any of the Conditions referred to in
sub-paragraphs (iii), (iv), (v) and (vi) of this paragraph (k)
have been fulfilled, it being understood that, for any
particular environmental Condition in sub-paragraphs (iii) -
(vi) of this paragraph (k) for which GE Capital's environmental
consultants cannot determine a precise amount of remediation
expenditures or capital costs required or reasonably likely to
be required under HSE Laws, that the lesser of (i) the
mid-point of the range of such costs and expenses or (ii) the
amount determined by such environmental consultants to be
required in a "most likely" case scenario, shall be used for
determining such amount.
For the purposes of these Conditions:
(i) the "wider CTR Group" means CTR and its subsidiary undertakings,
associated undertakings and any other undertaking in which CTR and/or
such undertakings (aggregating their interests) have a significant
interest;
(ii) the "wider GE Capital Group" means GE Capital and its subsidiary
undertakings,
<PAGE>
associated undertakings and any other undertaking in which GE Capital
and/or such undertakings (aggregating their interests) have a
significant interest;
(iii) "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Companies Act, other
than paragraph 20(1)(b) of Schedule 4A to that Act which shall be
excluded for this purpose and "significant interest" means an interest
(direct or indirect) in ten per cent. or more of the equity share
capital (as defined in that Act) of an undertaking;
(iv) "HSE Laws" means applicable legislation, regulations or other laws of
any applicable jurisdiction relating to HSE Matters (as defined below);
and
(v) "HSE Matters" means pollution, contamination and the storage,
carriage, disposal, discharge, spillage, leak, disposal, emission or
presence of any waste or substance which is regulated or is capable
of giving rise to liability under applicable legislation, regulations
or other laws of any applicable jurisdiction because it is hazardous
or capable of harming human health or the environment.
With the exception of conditions (b), (c) and (d) of this Appendix I, none of
the Conditions in this Appendix I shall apply to matters of an anti-trust or
competition law nature related to the proposed acquisition of CTR by GE Capital.
With the exception of Conditions (k)(iii) to (vi) of this Appendix I, none of
the Conditions in this Appendix I shall apply to HSE Laws or HSE Matters.
GE Capital reserves the right to waive, in whole or in part, all or any of the
above Conditions, except Condition (a).
GE Capital reserves the right, subject to the consent of the Panel, to extend
the time required under the City Code for satisfaction of Condition (a) until
such time as Conditions (b) to (k) have been satisfied or waived. GE Capital
shall be under no obligation to waive or treat as satisfied any of the
Conditions by a date earlier than the latest date for the satisfaction thereof,
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
If GE Capital is required to make an offer for CTR Securities under the
provisions of Rule 9 of the City Code, GE Capital may make such alterations to
any of the above Conditions, including Condition (a), as are necessary to comply
with the provisions of that Rule.
The Offer will lapse if the proposed acquisition of CTR by GE Capital is
referred to the Monopolies and Mergers Commission before the Initial Closing
Date.
APPENDIX II
SOURCES AND BASES
1. The value of the current issued share capital of CTR is based upon 738.1
million CTR Shares (including those represented by CTR ADSs) in issue on 28 July
1997.
<PAGE>
2. The Offer premium to the Closing Price of a CTR ADS is calculated using an
exchange rate of L1 = $1.6650 as stated in the Wall Street Journal dated 28 July
1997.
APPENDIX III
DEFINITIONS
"Board" or "Directors" the directors of GE Capital
"Business Day" has the meaning set forth in Rule 14d-1 of the US
Securities Exchange Act of 1934
"City Code" The City Code on Takeovers and Mergers of the UK
"Closing Price" the closing middle market quotation of a CTR Share as
derived from the London Stock Exchange Daily Official
List or (as the case may be) the closing price of a CTR
ADS as derived from the NYSE Composite Transactions
reporting system
"Companies Act" the Companies Act 1985 (as amended) of England and
Wales
"Conditions" the conditions of the Offer described in Appendix I and
"Condition" means any one of them
"CTR" Central Transport Rental Group plc
"CTR ADRs" American Depositary Receipts evidencing CTR ADSs
"CTR ADSs" American Depositary Shares issued in respect of CTR
Shares, each representing three CTR Shares
"CTR Group" CTR and its subsidiary and associated undertakings and,
where necessary, each of them
"CTR Securities" CTR Shares and CTR ADSs
"CTR Share Schemes" The CTR Share Option Scheme, The CTR Executive Share
Option Scheme 1996 and The CTR Savings Related Share
Option Scheme
"CTR Shares" shares of 1p each in nominal value in the share capital
of CTR in issue or allotted or issued prior to the date
on which the Offer closes (or such earlier date, not
being earlier than the Initial Closing Date, as GE
Capital may determine)
"Deutsche Morgan Morgan Grenfell & Co. Limited
Grenfell"
<PAGE>
"GE Capital" General Electric Capital Corporation
"GE Capital Group" GE Capital and its subsidiary undertakings
"General Electric General Electric Company, USA
Company"
"Initial Closing Date" 3 p.m. (London time), 10 a.m. (New York City time) on
the Business Day following the 20th Business Day from
the date of the Offer Document, unless GE Capital, in
its discretion, shall have extended the Initial Offer
Period, in which case the term "Initial Closing Date"
shall mean the latest time and date at which the
Initial Offer Period, as so extended by GE Capital,
will expire
"Initial Offer Period" the period from the date of the Offer Document to and
including the Initial Closing Date
"Lazard Brothers" Lazard Brothers & Co., Limited
"London Stock Exchange" London Stock Exchange Limited
"NYSE" the New York Stock Exchange
"Offer" the offer to be made by Lazard Brothers on behalf of GE
Capital to acquire the CTR Shares (including those
represented by CTR ADSs) and CTR ADSs as described in
this document and any subsequent revision, variation,
extension or renewal of such offer
"Offer Document" the document containing the Offer to be sent to holders
of CTR Securities
"Panel" The Panel on Takeovers and Mergers of the UK
"SEC" the US Securities and Exchange Commission
"Subsequent Offer the period following the Initial Closing Date during
Period" which the Offer remains open for acceptance
"TIP Europe" T.I.P. Europe Limited
"UK or United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"United States or US" the United States of America, its territories and
possessions, any State of the United States and the
District of Columbia, and all other areas subject to
its jurisdiction
<PAGE>
"L" pound sterling, the lawful currency of the United
Kingdom
"$" United States dollar, the lawful currency of the
United States
<PAGE>
Exhibit 99(a)(9)
[Letterhead of GE Capital Services]
Contact:
Mary Horne/Al Cunniff Andrew Marshall/Elizabeth Ballard
GE Capital Hill & Knowlton (UK)
(203) 357-4428 44 171 413 3000
GE CAPITAL AND CTR BOARDS ANNOUNCE TERMS OF A
---------------------------------------------
RECOMMENDED CASH OFFER FOR
--------------------------
CENTRAL TRANSPORT RENTAL GROUP PLC
----------------------------------
LONDON, ENGLAND AND STAMFORD, CT USA, JULY 29, 1997 - The boards of GE Capital
Corporation and Central Transport Rental Group plc (CTR) today announced the
terms of a recommended cash offer for CTR to be made by Lazard Brothers on
behalf of GE Capital.
The offer will be 16 pence for each CTR share and 48 pence for each CTR ADS,
valuing the current issued share capital of CTR at approximately L118 million.
The offer represents a premium of approximately 129 percent to the closing price
of 7 pence per CTR share and a premium of approximately 132 percent to the
closing price of 34.4 cents per CTR ADS on July 28, 1997.
GE Capital has received irrevocable undertakings to accept the offer from
directors of CTR in respect of their holdings of 20,000 CTR shares and options
over a further 2 million CTR shares. In addition, other shareholders have
undertaken to accept the offer in respect of 264.8 million CTR shares and 21.3
million CTR ADSs (representing 44.5 percent of CTR's current issued share
capital).
The board of GE Capital believes the acquisition of CTR represents an
exceptional opportunity which will benefit the customers of both TIP Europe, a
wholly owned subsidiary of GE Capital active in commercial trailer rental,
leasing and sales, and CTR. CTR is a well-positioned company with capable,
experienced employees, and the support of GE Capital will allow it to reach its
full potential.
Commenting on the offer, R. Todd Bradley, Vice President of GE Capital
Corporation, said, "We are excited by the opportunity of combining the strengths
and industry expertise of CTR and TIP Europe, which will enable us to provide
even better services to our customers over a broader geographical area,
supported by the financial strength, technology and service expertise of GE
Capital."
<PAGE>
Ian Clubb, Chairman of CTR, said, "The offer represents good value for CTR
shareholders, and the combination of the two companies creates an opportunity to
extend our services for vehicle rental customers in Europe."
The board of CTR, which has been so advised by Deutsche Morgan Grenfell, its
financial adviser, considers the terms of the offer to be fair and reasonable.
In providing advice to the board of CTR, Deutsche Morgan Grenfell has taken
account of the commercial assessments of the directors of CTR. The directors of
CTR will unanimously recommend all holders of CTR shares and CTR ADSs to accept
the offer.
To obtain a full copy of the press announcement, which includes the Conditions
of the Offer, contact GE Capital or Hill & Knowlton.
The offer will not be made to (nor will tenders be accepted from or on behalf
of) holders of CTR shares or CTR ADSs in any jurisdiction in which the making of
the offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In any jurisdiction of the United States, the securities
laws or blue sky laws of which require the offer to be made by a licensed broker
or dealer, the offer will be made on behalf of GE Capital by Lazard Freres & Co.
LLC, or one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
Lazard Brothers, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for GE Capital and for no one else in
connection with the offer and will not be responsible to anyone other than GE
Capital for providing the protections afforded to its customers nor for giving
advice in relation to the offer.
Deutsche Morgan Grenfell, which is regulated in the United Kingdom by The
Securities and Future Authority Limited, is acting for CTR and for no one else
in connection with the offer and will not be responsible to anyone other than
CTR for providing the protections afforded to its customers nor for giving
advice in relation to the offer.
GE Capital, an indirect wholly owned subsidiary of General Electric Company, is
a substantial diversified financial services company. GE Capital's activities
include equipment management, mid-market financing, specialized financing,
specialty insurance and consumer services.
The CTR Group is engaged in transportation equipment rental/leasing, operating
substantial trailer rental fleets in Europe. It focuses on the provision of
operating leases on several types of trailers, together with other related
value-added services, including maintenance and damage protection.
-2-
<PAGE>
EXHIBIT 99(a)(10)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The Offer is made in the United States solely by
the Offer to Purchase dated August 4, 1997, the Letter of Transmittal, the
Form of Acceptance and related materials and is not being made to, nor will
acceptances be accepted from or on behalf of, holders of Central Transport
Rental Group Shares or Central Transport Rental Group ADSs evidenced by
Central Transport Rental Group ADRs in any jurisdiction in which the making
of the Offer or acceptance thereof would not be in compliance with the laws
of such jurisdiction. In those US jurisdictions whose securities laws or blue
sky laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of General Electric Capital
Corporation by Lazard Freres & Co. LLC or one or more registered brokers or
dealers which are licensed under the laws of those jurisdictions.
Notice of Recommended Cash Offer by
Lazard Brothers & Co., Limited
on behalf of
General Electric Capital Corporation
(a wholly-owned subsidiary of General Electric Company)
to acquire the whole of the issued
and to be issued share capital of
Central Transport Rental Group plc
Lazard Brothers & Co., Limited, acting in the United States through Lazard
Freres & Co. LLC, on behalf of General Electric Capital Corporation
("Offeror"), is offering to purchase, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 4, 1997 (the
"Offer to Purchase"), the related Letter of Transmittal and the related Form
of Acceptance (as defined in the Offer to Purchase) (collectively, the
"Offer"), (i) all outstanding ordinary shares of 1 pence each ("CTR Shares")
of Central Transport Rental Group plc ("CTR") for 16 pence per CTR Share in
cash and (ii) all outstanding American Depositary Shares of CTR, each
representing three CTR Shares ("CTR ADSs") and evidenced by American
Depositary Receipts ("CTR ADRs"), for 48 pence per CTR ADS in cash. CTR
Shares and CTR ADSs evidenced by CTR ADRs are referred to collectively as
"CTR Securities."
THE INITIAL OFFER PERIOD WILL EXPIRE AT 3:00 P.M. (LONDON TIME), 10:00 A.M. (NEW
YORK CITY TIME), ON SEPTEMBER 2, 1997, UNLESS EXTENDED (THE "INITIAL OFFER
PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION
THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS (THE "SUBSEQUENT OFFER PERIOD"). HOLDERS OF CTR SECURITIES WILL
HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER DURING THE INITIAL
OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT
OFFER PERIOD, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES. The Board of CTR, which
has been so advised by Morgan Grenfell & Co., Limited ("Deutsche Morgan
Grenfell"), its financial advisor, has stated that it considers the
- 1 -
<PAGE>
terms of the Offer to be fair and reasonable. In providing advice to the Board
of CTR, Deutsche Morgan Grenfell has taken account of the commercial assessments
of the directors of CTR. The directors of CTR have unanimously recommended all
holders of CTR Securities to accept the Offer, as certain directors have
irrevocably undertaken to do in respect of their personal holdings of CTR Shares
and options in respect of CTR Shares.
The Offer is conditional on, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by the expiration of the Initial
Offer Period (or such later time(s) and/or date(s) as Offeror may, subject to
the City Code, decide) in respect of not less than 90 per cent. in nominal value
of CTR Securities to which the Offer relates, or such lesser percentage as
Offeror may decide, provided that such condition (the "Acceptance Condition")
shall not be satisfied unless (i) Offeror and its wholly-owned subsidiaries
shall have acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, CTR Securities carrying in the aggregate more than 50 per cent. of
the voting rights then normally exercisable at general meetings of CTR and (ii)
all other conditions of the Offer have been satisfied or, where permitted,
waived. Offeror expects that it will reduce the percentage of CTR Securities
required to satisfy the Acceptance Condition at some time prior to all of the
conditions being satisfied or, where permitted, waived. At least five business
days prior to any such reduction, Offeror will announce that it has reserved the
right to reduce the Acceptance Condition. Offeror will disseminate its intention
through a press release and such other methods reasonably designed to inform
shareholders, including placing an advertisement in a newspaper of national
circulation in the United States. Such press release will state the percentage
to which the Acceptance Condition may be reduced and clearly indicate that
during such period of five business days, holders of CTR Securities who have
tendered in the Offer will continue to have withdrawal rights. Offeror will not
make such an announcement unless Offeror believes there is a significant
possibility that sufficient CTR Securities will be tendered to permit the
Acceptance Condition to be satisfied at such reduced level. Holders of CTR
Securities who are not willing to accept the Offer if the Acceptance Condition
is reduced to the minimum permitted level should either not accept the Offer
until the Subsequent Offer Period or be prepared to withdraw their acceptances
promptly following an announcement by Offeror of its reservation of the right to
reduce the Acceptance Condition. Other conditions of the Offer are set out in
Part A of Appendix I of the Offer to Purchase.
Offeror reserves the right (but will not be obliged) at any time to extend the
Initial Offer Period, provided that Offeror may not extend the Initial Offer
Period beyond October 3, 1997 without the consent of the Panel on Takeovers and
Mergers of the UK (the "Panel"). Offeror reserves the right to secure the
Panel's approval to extend the final date for expiration of the Initial Offer
Period to such later date as the Panel may agree. A public announcement of any
such extension will be made no later than 8:30 a.m. (London time) in the UK and
by 8:30 a.m. (New York City time) in the US on
- 2 -
<PAGE>
the next business day after the previously scheduled expiration of the Initial
Offer Period.
If all of the conditions are satisfied or, where permitted, waived at the
expiration of the Initial Offer Period, the consideration for CTR Securities
purchased pursuant to the Offer will be paid (i) in the case of valid and
complete acceptances received complete in all respects by the the end of the
Initial Offer Period, including any extensions, promptly after such date and
(ii) in the case of acceptances received complete in all respects during the
Subsequent Offer Period, promptly after such receipt. In all cases, payment for
CTR Securities purchased pursuant to the Offer will be made only after timely
receipt by either the US Depositary or the UK Receiving Agent, as the case may
be, of (i) certificates representing CTR Shares, CTR ADRs representing CTR ADSs,
or (only in the case of CTR ADSs) timely confirmation of a book-entry transfer
of such CTR ADSs evidenced by CTR ADRs into the US Depositary's account at The
Depository Trust Company or the Philadelphia Depository Trust Company (each a
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Offer to Purchase; (ii) the Letter of Transmittal (in the case of acceptances
relating to CTR ADSs) or Form of Acceptance (in the case of acceptances relating
to CTR Shares), properly completed and duly executed, with any required
signature guarantees (or in the case of a book-entry transfer of CTR ADSs
evidenced by CTR ADRs, an Agent's Message (as defined in the Offer to
Purchase)); and (iii) any other documents required by the Letter of Transmittal
or Form of Acceptance. Although the Offer price is denominated in pounds
sterling, accepting holders of CTR Shares who so wish may elect to receive US
dollars, in which case the cash amount payable in pounds sterling to which such
holder would otherwise be entitled pursuant to the Offer will be converted,
without charge, from pounds sterling to US dollars at the exchange rate
obtainable by the relevant payment agent (either the US Depositary or the UK
Receiving Agent) on the spot market in London at approximately noon (London
time) on the date the cash consideration is made available by Offeror to the
relevant payment agent for delivery to the relevant holders of CTR Shares. A
holder of CTR Shares may receive such amount in US dollars on such basis only in
respect of the whole of his holding of CTR Shares in respect of which he accepts
the Offer. Unless they elect to receive pounds sterling, CTR ADS holders will
receive consideration converted into US dollars as described above, as if such
holders of CTR ADSs had elected to receive US dollars.
If, as a result of the Offer and subject to certain conditions, Offeror receives
acceptances of the Offer in respect of CTR Securities representing at least 90
per cent. in value of CTR Securities to which the Offer relates, then provided
such requirement is achieved within four months of August 4, 1997, Offeror will
be entitled and intends to effect the compulsory acquisition procedures provided
for in Sections 428 to 430F of the Companies Act 1985 (as amended) of England
and Wales to entitle or bind the Offeror to acquire any outstanding CTR
Securities on the same terms as provided in the Offer, in accordance with the
relevant procedures and time
- 3 -
<PAGE>
limits described in such Act.
If a holder of CTR ADSs wishes to accept the Offer in respect of CTR ADSs and
CTR ADRs evidencing such CTR ADSs are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all required documents to reach the US Depositary prior to
the expiration of the Subsequent Offer Period, such holder's acceptance of the
Offer in respect of CTR ADSs may nevertheless be effected by following the
guaranteed delivery procedures set forth in the Offer to Purchase.
Except as described below and in the Offer to Purchase, tenders of CTR
Securities are irrevocable. CTR Securities tendered pursuant to the Offer may be
withdrawn pursuant to the procedures set out below at any time during the
Initial Offer Period, including any extension thereof, but not during the
Subsequent Offer Period, except in certain limited circumstances. To be
effective, a written notice of withdrawal must be received by the party (either
the UK Receiving Agent or the US Depositary) to whom the acceptance was
originally sent at one of the addresses set forth in the Offer to Purchase and
must specify the name of the person who has tendered the CTR Securities, the
number of CTR Securities to be withdrawn and (if a CTR Share certificate or CTR
ADR has been tendered) the name of the registered holder of CTR Securities, if
different from the name of the person who tendered such CTR Securities. In
respect of CTR ADSs, if CTR ADRs have been delivered or otherwise identified to
the US Depositary then, prior to the physical release of such CTR ADRs, the
serial numbers shown on such CTR ADRs must be submitted and, unless CTR ADSs
evidenced by such CTR ADRs have been delivered by an Eligible Institution (as
defined in Instruction 1 of the Letter of Transmittal) or by means of a Letter
of Transmittal, the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If CTR ADSs evidenced by CTR ADRs have been delivered
pursuant to the procedures for book-entry transfer set forth in the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn CTR ADSs and must otherwise comply with such Book-Entry Transfer
Facility's procedures. All questions as to the validity (including time of
receipt) of any notice of withdrawal will be determined by Offeror, whose
determination (except as required by the Panel) shall be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the US Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase and is incorporated herein
by reference. The Offer to Purchase, the Letter of Transmittal and the Form
of Acceptance are being mailed to holders of record of CTR Securities and are
being furnished to brokers, dealers, commercial banks, trust companies and
similar persons, whose names or the names of whose nominees appear as holders
of record for subsequent transmittal to beneficial owners of CTR Securities.
The Offer to Purchase and related materials contain important information
which
- 4 -
<PAGE>
should be read carefully in their entireties before any decisions are made with
respect to the Offer.
Deutsche Morgan Grenfell, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for CTR and for no one else
in connection with the Offer and will not be responsible to anyone other than
CTR for providing the protections afforded to its customers nor for giving
advice in relation to the Offer. Requests for assistance or copies of the Offer
to Purchase, the Letter of Transmittal, the Form of Acceptance and all other
Offer materials may be directed to the Dealer Manager or the Information Agent
as set forth below, and copies will be furnished promptly at Offeror's expense.
The Information Agent for the Offer is:
[Georgeson & Company Inc. Logo]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Toll Free: (800) 445-1790
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
(212) 632-6717 within New York City
August 4, 1997
- 5 -
<PAGE>
EXHIBIT 99(a)(11)
Recommended Cash Offer
by
Lazard Brothers Co., Limited
on behalf of
General Electric Capital Corporation*
to acquire the whole of the issued and to be issued share capital of
Central Transport Rental Group plc
Lazard Brothers announces on behalf of GE Capital that, by means of an offer
document dated and posted on 4 August 1997 (the "Offer Document") and by means
of this advertisement, Lazard Brothers is making a recommended cash offer on
behalf of GE Capital to acquire all of the issued and to be issued shares and
American Depositary Shares (as evidenced by American Depositary Receipts) of
CTR. Terms defined in the Offer Document have the same meanings in this
advertisement.
Subject to the Offer becoming or being declared wholly unconditional, a CTR
shareholder who validly accepts the Offer will receive 16 pence in cash for
every CTR Share. A CTR ADS holder who validly accepts the Offer will receive 48
pence in cash for every CTR ADS.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and the Acceptance Form
accompanying the Offer Document.
CTR shareholders and CTR ADS holders who accept the Offer may rely only on the
Offer Document and the Acceptance Form for all the terms and conditions of the
Offer.
The Offer is, by means of this advertisement, being extended to all persons to
whom the Offer Document may not be despatched who hold, or who are entitled to
have allotted or issued to them, CTR Shares and/or CTR ADSs. Such persons are
informed that copies of the Offer Document and Acceptance Form are available for
collection from The Royal Bank of Scotland plc, Registrar's Department, New
Issues Section, PO Box 633, 5-10 Great Tower Street, London EC3R.
The Offer, which is made by means of the Offer Document and this advertisement,
will be open for acceptance until 3.00 p.m. (London time), 10.00 a.m. (New York
City time) on 2 September 1997 (or such later time(s) and/or date(s) as GE
Capital, subject to the rules of the City Code, may decide).
The board of CTR, which has been so advised by Deutsche Morgan Grenfell, has
stated that it considers the terms of the Offer to be fair and reasonable.
Accordingly, the directors of CTR have unanimously recommended all holders of
CTR Shares and CTR ADSs to accept the Offer, as they have irrevocably undertaken
to do in respect of their personal holdings of 20,000 CTR
<PAGE>
Shares and options in respect of a further 2 million CTR Shares. In providing
advice to the board of CTR, Deutsche Morgan Grenfell has taken account of the
commercial assessments of the directors of CTR.
This advertisement, which is published on behalf of GE Capital by Lazard
Brothers, has been approved by Lazard Brothers solely for the purposes of
section 57 of the Financial Services Act 1986. Lazard Brothers which is
regulated in the UK by The Securities and Futures Authority Limited, is
acting for GE Capital and no one else in connection with the Offer and will
not be responsible to anyone other than GE Capital for providing the
protections afforded to its customers nor for giving advice in relation to
the Offer. Lazard Brothers is acting through Lazard Freres for the purposes
of making the Offer in and into the United States.
Deutsche Morgan Grenfell, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for CTR and no one else in connection
with the Offer and will not be responsible to anyone other than CTR for
providing the protections afforded to their customers nor for giving advice
in relation to the Offer.
4 August 1997
*General Electric Capital Corporation is a wholly owned subsidiary of General
Electric Company, USA, not connected with the UK company of a similar name.
<PAGE>
Exhibit 99(a)(12)
GENERAL ELECTRIC CAPITAL CORPORATION
LAZARD BROTHERS & CO., LIMITED
AVS NO. 447929
4 AUGUST 1997 FOR IMMEDIATE RELEASE
CONFIRMATION OF RELEASE IS NOT REQUIRED
SEE END OF RELEASE FOR ENQUIRIES
ANNOUNCEMENT NOT GIVEN TO THIRD PARTIES
NO UNVALIDATED VERSION TO BE ISSUED
GENERAL ELECTRIC CAPITAL CORPORATION (GE CAPITAL)
--------------------------------------------
RECOMMENDED CASH OFFER FOR CENTRAL TRANSPORT RENTAL GROUP PLC (CTR)
Lazard Brothers & Co., Limited announces that the document containing the
recommended cash offer, made on behalf of GE Capital, to acquire the whole of
the issued and to be issued ordinary share capital of CTR, has been posted to
shareholders today.
END
ENQUIRIES
- ---------
GE Capital Tel: 001 203 357 6978
- --------------
Mary Horne
(Manager of Communications)
Lazard Brothers & Co., Limited Tel: 0171 558 2721
- ------------------------------
David Anderson
Hill and Knowlton (UK) Limited Tel: 0171 413 3000
- ------------------------------
Elizabeth Ballard
Andrew Marshall
<PAGE>
EXHIBIT 99(c)(1)
FORM OF DEED OF UNDERTAKING FOR RUPERT HAMBRO
To: General Electric Capital Corporation (the "Offeror") and
Lazard Brothers & Co., Limited (the "Bank")
From: Rupert Hambro
--------------------------
(the "Shareholder")
Dated: 28 July 1997
Dear Sirs,
DEED OF UNDERTAKING IN RELATION TO
CENTRAL TRANSPORT RENTAL GROUP PLC
(THE "OFFEREE")
1. I refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by me
for the purpose of identification (the "Press Announcement") or on such
other terms and conditions as may be approved by the board of the Offeree
(or a committee thereof).
2. Subject to paragraph 8 below, I irrevocably and unconditionally undertake,
represent and warrant to each of the Offeror and the Bank that:
(A) I am the beneficial owner of (or am otherwise able to control the
exercise of all rights attaching to including the ability to procure
the transfer of) the number of ordinary shares in the Offeree
specified in the Schedule to this Undertaking (the "Securities", which
expression includes any other shares or securities in the Offeree
attributable to or derived from such shares) and that there are no
other ordinary shares or any American Depositary Shares in the Offeree
beneficially owned by me or in respect of which I am able to exercise
all rights attaching thereto and I am now able and have all relevant
rights and authority to and, upon the Offer being made, will be able
to accept or procure the acceptance of the Offer in respect of the
Securities and to transfer the Securities free from all liens,
charges, options, equities and encumbrances and together with all
rights now or hereafter attaching thereto, including the right to all
dividends and other distributions (if any) declared, made or paid
hereafter subject to the matters referred to in the Press Announcement
and otherwise perform any obligations under this Undertaking;
<PAGE>
(B) to the extent that I exercise any options over ordinary shares in the
Offeree while the Offer remains open for acceptance, I shall duly
accept the Offer in respect of the relevant shares allotted to me and
shall forward the relevant share certificate(s) (if any) to the
Offeror's receiving agent at the same time as such acceptance (and
such shares shall be deemed to be included in the expression
"Securities" for the purpose of this Undertaking);
(C) save as referred to in this Undertaking, I shall not, prior to the
closing or lapsing of the Offer:-
(i) sell, transfer, charge, encumber, grant any option over or
otherwise dispose of or permit the sale, transfer, charging or
other disposition or creation or grant of any other encumbrance
or option of or over all or any of the Securities or any interest
in any of the Securities except under the Offer, or accept any
other offer in respect of all or any of the Securities; or
(ii) subject to any fiduciary duties to the Offeree, enter into any
agreement or arrangement or permit any agreement or arrangement
to be entered into or incur any obligation or permit any
obligation to arise:
(1) in relation to, or operating by reference to, shares or
other securities of the Offeree; or
(2) to do all or any of the acts referred to in paragraph (i)
above; or
(3) which would or might restrict or impede the acceptance of
the Offer;
and for the avoidance of doubt, references in this paragraph (C)
to any agreement, arrangement or obligation shall include any
such agreement, arrangement or obligation whether or not subject
to any conditions or which is to take effect upon or following
closing or lapsing of the Offer or upon or following this deed
ceasing to be binding or upon or following any other event;
(D) neither the whole nor any part of my interest in the Securities is nor
will become, prior to the closing or lapsing of the Offer, subject to
any charge, option, lien, equity or encumbrance whatsoever;
-2-
<PAGE>
(E) I shall:-
(i) by 11.00 a.m. on the fourteenth day after receipt of the formal
document containing the Offer (the "Offer Document") exercise
options in respect of the number of options over shares in the
Offeree shown in the Schedule to this document and accept or
procure acceptance of the Offer in respect of all the Securities,
and shall, in respect of any ordinary shares in certificated form
among the Securities, forward the relevant share certificates to
the Offeror's receiving agent at the same time as such acceptance
or a form of indemnity reasonably acceptable to the Directors of
the Offeror in respect of any lost certificate(s) at the time of
acceptance. In respect of any ordinary shares in uncertificated
form among the Securities, I shall comply with the procedures set
out or referred to in the Offer Document for acceptances in
respect of such Securities when accepting the Offer;
(F) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, I shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(G) I shall supply the Bank within two days of the public announcement of
the Offer with all information which is required by the City Code on
Takeovers and Mergers (the "Code") to be included within the first
major circular from the Offeree advising shareholders on the Offer;
(H) I will not solicit any offers for the Offeree until 23 July 1997,
unless discussions are terminated between us. If a press announcement
falling within Rule 2.6 of the Code is made on or before that date,
this restriction will continue up until the later of 28 days after the
date of such announcement and the date on which the Offer closes,
again subject to my fiduciary, legal and regulatory duties and
obligations;
(I) subject to any legal or regulatory requirements (including any duties
of confidentiality), I will inform the Offeror of any approach by a
third party
-3-
<PAGE>
in relation to a proposed offer for the entire issued share capital of
the Offeree for the same length of time as is specified in
paragraph (H) above;
(J) so far as is consistent with my duties and obligations as a Director
of the Offeree and arising under the law, the Code and any other
regulatory requirements, I shall not make any statement or take any
action which is or may be prejudicial to the success of the Offer;
(K) I will between the date of this Undertaking and any public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer;
(L) prior to the closing, lapsing or withdrawal of the Offer, I shall
(save where the Panel on Takeovers and Mergers deems this
sub-paragraph to have the effect of transferring general control of
the voting rights in the Securities to the Offeror) exercise or
procure the exercise of the votes in respect of the Securities at any
general or class meeting of the Company as the Offeror may direct in
relation to any resolution or motion the passing or rejection of which
will assist the implementation of the Offer and I shall not, without
the consent of the Offeror and save as aforesaid and unless required
to do so as a director, convene, requisition or join in requisitioning
any general or class meeting of the Company;
(M) being a Director of the Offeree (as well as a shareholder therein):-
(i) subject to no circumstances arising after the date hereof which
in accordance with my fiduciary duties would cause me not to
recommend the Offer, I shall recommend all shareholders and
holders of ADSs of the Offeree to accept the Offer; and
(ii) I shall join with the other Directors of the Offeree in making in
the Offer Document a statement of responsibility in the terms or
to the effect required by Rule 19.2 of the Code.
3. I consent to the issue of a press announcement incorporating references to
me and to this Undertaking in the terms set in the Press Announcement
subject to my prior approval to the extent that it differs in any material
respect from the Press Announcement.
4. I understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
-4-
<PAGE>
5. I hereby irrevocably and by way of security for my obligations hereunder
appoint any director of the Bank to be my attorney to execute on my behalf
a form of acceptance to be issued with the Offer Document in respect of the
Securities and to sign, execute and deliver any documents and do all acts
and things as may be necessary for or incidental to the acceptance of the
Offer in relation to the securities.
6. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
7. I confirm that in giving this Undertaking I am not a customer or deemed
customer of the Bank for the purposes of the Rules of the Securities and
Futures Authority and that, accordingly, the Bank does not owe me any
duties or responsibilities (whether as regards best execution, suitability
or otherwise) in connection with the Offer as its customer or deemed
customer. I further confirm that I have been given a realistic opportunity
to consider whether or not to give the commitments contained in this
Undertaking and to obtain independent advice.
8. If the Offer is not publicly announced on or before the date falling 2 days
after the date hereof, this Undertaking shall cease to be of effect.
9. This Undertaking shall be governed by and construed in accordance with
English law.
-5-
<PAGE>
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written.
SCHEDULE
Number of Ordinary Shares of 1p each 20,000
in the Offeree:- -----------------------------------
Number of Ordinary Shares of 1p each
in the Offeree in respect of -----------------------------------
which options will be exercised
Signed and delivered )
as a deed by the )
Shareholder in the )
presence of: )
______________________________
(Witness' signature)
______________________________
______________________________
______________________________
______________________________
(Name and address of witness)
-6-
<PAGE>
EXHIBIT 99(c)(2)
FORM OF DEED OF UNDERTAKING FOR DAVID HOWELL
To: General Electric Capital Corporation (the "Offeror") and
Lazard Brothers & Co., Limited (the "Bank")
From: David Howell
--------------------------
(the "Shareholder")
Dated: 28 July 1997
Dear Sirs,
DEED OF UNDERTAKING IN RELATION TO
CENTRAL TRANSPORT RENTAL GROUP PLC
(THE "OFFEREE")
1. I refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by me
for the purpose of identification (the "Press Announcement") or on such
other terms and conditions as may be approved by the board of the Offeree
(or a committee thereof).
2. Subject to paragraph 8 below, I irrevocably and unconditionally undertake,
represent and warrant to each of the Offeror and the Bank that:
(A) I am the beneficial owner of (or am otherwise able to control the
exercise of all rights attaching to including the ability to procure
the transfer of) the number of ordinary shares in the Offeree
specified in the Schedule to this Undertaking (the "Securities", which
expression includes any other shares or securities in the Offeree
attributable to or derived from such shares) and that there are no
other ordinary shares or any American Depositary Shares in the Offeree
beneficially owned by me or in respect of which I am able to exercise
all rights attaching thereto and I am now able and have all relevant
rights and authority to and, upon the Offer being made, will be able
to accept or procure the acceptance of the Offer in respect of the
Securities and to transfer the Securities free from all liens,
charges, options, equities and encumbrances and together with all
rights now or hereafter attaching thereto, including the right to all
dividends and other distributions (if any) declared, made or paid
hereafter subject to the matters referred to in the Press Announcement
and otherwise perform any obligations under this Undertaking;
<PAGE>
(B) to the extent that I exercise any options over ordinary shares in the
Offeree while the Offer remains open for acceptance, I shall duly
accept the Offer in respect of the relevant shares allotted to me and
shall forward the relevant share certificate(s) (if any) to the
Offeror's receiving agent at the same time as such acceptance (and
such shares shall be deemed to be included in the expression
"Securities" for the purpose of this Undertaking);
(C) save as referred to in this Undertaking, I shall not, prior to the
closing or lapsing of the Offer:-
(i) sell, transfer, charge, encumber, grant any option over or
otherwise dispose of or permit the sale, transfer, charging or
other disposition or creation or grant of any other encumbrance
or option of or over all or any of the Securities or any interest
in any of the Securities except under the Offer, or accept any
other offer in respect of all or any of the Securities; or
(ii) subject to any fiduciary duties to the Offeree, enter into any
agreement or arrangement or permit any agreement or arrangement
to be entered into or incur any obligation or permit any
obligation to arise:
(1) in relation to, or operating by reference to, shares or
other securities of the Offeree; or
(2) to do all or any of the acts referred to in paragraph (i)
above; or
(3) which would or might restrict or impede the acceptance of
the Offer;
and for the avoidance of doubt, references in this paragraph (C)
to any agreement, arrangement or obligation shall include any
such agreement, arrangement or obligation whether or not subject
to any conditions or which is to take effect upon or following
closing or lapsing of the Offer or upon or following this deed
ceasing to be binding or upon or following any other event;
(D) neither the whole nor any part of my interest in the Securities is nor
will become, prior to the closing or lapsing of the Offer, subject to
any charge, option, lien, equity or encumbrance whatsoever;
-2-
<PAGE>
(E) I shall:-
(i) by 11.00 a.m. on the fourteenth day after receipt of the formal
document containing the Offer (the "Offer Document") accept or
procure acceptance of the Offer in respect of all the Securities,
and shall, in respect of any ordinary shares in certificated form
among the Securities, forward the relevant share certificates to
the Offeror's receiving agent at the same time as such acceptance
or a form of indemnity reasonably acceptable to the Directors of
the Offeror in respect of any lost certificate(s) at the time of
acceptance. In respect of any ordinary shares in uncertificated
form among the Securities, I shall comply with the procedures set
out or referred to in the Offer Document for acceptances in
respect of such Securities when accepting the Offer; and
(ii) by 11.00 a.m. on the business day following the day on which the
Offer becomes wholly unconditional exercise options in respect of
the number of options over shares in the Offeree specified in the
Schedule and accept or procure acceptance of the Offer in respect
of such shares as soon as practicable thereafter in accordance
with the terms of the Offer.
(F) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, I shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(G) I shall supply the Bank within two days of the public announcement of
the Offer with all information which is required by the City Code on
Takeovers and Mergers (the "Code") to be included within the first
major circular from the Offeree advising shareholders on the Offer;
(H) I will not solicit any offers for the Offeree until 23 July 1997,
unless discussions are terminated between us. If a press announcement
falling within Rule 2.6 of the Code is made on or before that date,
this restriction will continue up until the later of 28 days after the
date of such announcement and the date on which the Offer closes,
again subject to my fiduciary, legal and regulatory duties and
obligations;
(I) subject to any legal or regulatory requirements (including any duties
of confidentiality), I will inform the Offeror of any approach by a
third party
-3-
<PAGE>
in relation to a proposed offer for the entire issued share capital of
the Offeree for the same length of time as is specified in
paragraph (H) above;
(J) so far as is consistent with my duties and obligations as a Director
of the Offeree and arising under the law, the Code and any other
regulatory requirements, I shall not make any statement or take any
action which is or may be prejudicial to the success of the Offer;
(K) I will between the date of this Undertaking and any public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer;
(L) prior to the closing, lapsing or withdrawal of the Offer, I shall
(save where the Panel on Takeovers and Mergers deems this
sub-paragraph to have the effect of transferring general control of
the voting rights in the Securities to the Offeror) exercise or
procure the exercise of the votes in respect of the Securities at any
general or class meeting of the Company as the Offeror may direct in
relation to any resolution or motion the passing or rejection of which
will assist the implementation of the Offer and I shall not, without
the consent of the Offeror and save as aforesaid and unless required
to do so as a director, convene, requisition or join in requisitioning
any general or class meeting of the Company;
(M) being a Director of the Offeree (as well as a shareholder therein):-
(i) subject to no circumstances arising after the date hereof which
in accordance with my fiduciary duties would cause me not to
recommend the Offer, I shall recommend all shareholders and
holders of ADSs of the Offeree to accept the Offer; and
(ii) I shall join with the other Directors of the Offeree in making in
the Offer Document a statement of responsibility in the terms or
to the effect required by Rule 19.2 of the Code.
3. I consent to the issue of a press announcement incorporating references to
me and to this Undertaking in the terms set in the Press Announcement
subject to my prior approval to the extent that it differs in any material
respect from the Press Announcement.
4. I understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
-4-
<PAGE>
5. I hereby irrevocably and by way of security for my obligations hereunder
appoint any director of the Bank to be my attorney to execute on my behalf
a form of acceptance to be issued with the Offer Document in respect of the
Securities and to sign, execute and deliver any documents and do all acts
and things as may be necessary for or incidental to the acceptance of the
Offer in relation to the securities.
6. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
7. I confirm that in giving this Undertaking I am not a customer or deemed
customer of the Bank for the purposes of the Rules of the Securities and
Futures Authority and that, accordingly, the Bank does not owe me any
duties or responsibilities (whether as regards best execution, suitability
or otherwise) in connection with the Offer as its customer or deemed
customer. I further confirm that I have been given a realistic opportunity
to consider whether or not to give the commitments contained in this
Undertaking and to obtain independent advice.
8. If the Offer is not publicly announced on or before the date falling 2 days
after the date hereof, this Undertaking shall cease to be of effect.
9. This Undertaking shall be governed by and construed in accordance with
English law.
-5-
<PAGE>
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written.
SCHEDULE
Number of Ordinary Shares of 1p each
in the Offeree:- -----------------------------------
Number of Ordinary Shares of 1p each 2,000,000
in the Offeree in respect of -----------------------------------
which options will be exercised
Signed and delivered )
as a deed by the )
Shareholder in the )
presence of: )
______________________________
(Witness' signature)
______________________________
______________________________
______________________________
______________________________
(Name and address of witness)
-6-
<PAGE>
EXHIBIT (c)(3)
DEED OF UNDERTAKING FROM APPALOOSA MANAGEMENT
To: General Electric Capital Corporation (the "Offeror") and
Lazard Brothers & Co., Limited (the "Bank")
From: Appaloosa Management L.P. Dated 28 July, 1997
(the "Shareholder")
Dear Sirs,
Deed of Undertaking in relation
to
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer favourable to shareholders) proposed to be made by the
Offeror (or a subsidiary of the Offeror) substantially on the terms and
subject to the conditions referred to in the draft of the press
announcement attached hereto and signed by us for the purpose of
identification (the "Press Announcement") or on such other terms and
conditions as may be approved by the board of the Offeree (or a committee
thereof).
2. Subject to paragraphs 7 and 8 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of, or manage and control, the number of
ordinary shares and and/or American Depositary Shares each
representing three ordinary shares ("ADSs"), in the Offeree specified
in the Schedule hereto (together, the "Securities", which expression
includes any other shares or securities in the Offeree attributable to
or derived from such shares) and that there are no other ordinary
shares in the Offeree beneficially owned, or managed and controlled,
by us;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, (i) sell or otherwise dispose of all
or any of the Securities or any interest in any of the Securities or
enter into any agreement or arrangement which could result in any such
sale or disposal and (ii) will not
<PAGE>
acquire any further ordinary shares in the Offeree, or any interest
therein, or agree to do so;
(C) neither the whole nor any part of our interest in the Securities will
be subject to any charge, option, lien, equity or encumbrance
whatsoever if and when we accept the Offer;
(D) we shall, by 11.00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance;
provided that, notwithstanding anything to the contrary contained in
the Offer or the Offer Document, such acceptance shall be subject to
withdrawal in the event an offer described in paragraph 8 below is
made. In respect of any ordinary shares in uncertificated form or
ADSs among the Securities, we shall comply with the procedures set out
or referred to in the Offer Document for acceptances in respect of
such Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purposes of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and New York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code;
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
(H) we will between the date of this Undertaking and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems this
sub-paragraph to have the effect of transferring general control of
the voting rights in the Securities to the
-2-
<PAGE>
Offeror) exercise or procure the exercise of the votes in respect of
the Securities at any general or class meeting of the Company as the
Offeror may direct in relation to any resolution or motion the passing
or rejection of which will assist the implementation of the Offer and
we shall not, without the consent of the Offeror and save as
aforesaid, requisition or join in requisitioning any general or class
meeting of the Company.
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. Any time, date or period mentioned in this Undertaking may be extended only
with our consent evidenced in writing but as regards any time, date or
period originally fixed or so extended as aforesaid time shall be of the
essence.
6. With respect to this transaction, we confirm that we are not a customer or
deemed customer of the Bank for the purposes of the Rules of The Securities
and Futures Authority and that, accordingly, the Bank does not owe us any
duties or responsibilities (whether as regards best execution, suitability
or otherwise) in connection with the Offer as its customer or deemed
customer. We further confirm that we have been given a realistic
opportunity to consider whether or not to give the commitments contained in
this Undertaking and to obtain independent advice.
7. 67 days after the date hereof (or, in the event that all of the conditions
to the Offer have been satisfied or waived except the indication of the
German Federal Cartel office that it does not intend to prohibit, or impose
remedial conditions in connection with, the proposed transaction, 127 days
after the date hereof) or if the Offer is not publicly announced on or
before the date falling 10 days after the date hereof, this Undertaking
shall cease to be of effect.
8. This Undertaking shall forthwith cease to be of effect in the event that a
public announcement of a firm intention to make an offer or an obligation
to make a mandatory offer for the issued share capital of the Offeree is
made by a person other than the Offeror and such offer is (in the
reasonable opinion of the shareholder) for a higher consideration per
ordinary share and ADS than the Offer.
-3-
<PAGE>
9. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written
Signed as a deed
___________________________
Director
___________________________
Director/Secretary
-4-
<PAGE>
SCHEDULE
Number of Ordinary Shares of 1p each
in the Offeree:- _________________________
Number of ADSs in the Offeree:- 20,567,263
-------------------------
-5-
<PAGE>
EXHIBIT (c)(4)
[Letterhead: COMMERZBANK]
London Branch
DEED OF UNDERTAKING
To: General Electric Capital Corporation (the "Offeror")
and Lazard Brothers & Co., Limited (the "Bank")
From: Commerzbank Aktiengesellschaft, London Branch
(the "Shareholder")
Dated: 28 July, 1997
Dear Sirs,
Deed of Undertaking in relation
to a company code named
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by us
for the purpose of identification (the "Press Announcement") and especially
but not limited to the offer price of 16 pence per ordinary share.
2. Subject to paragraphs 7 and 8 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of, or manage and control, the number of
ordinary shares and/or American Depositary Shares each representing
three ordinary shares ("ADSs"), in the Offeree specified in the
Schedule hereto (together, the "Securities", which expression includes
any other shares or securities in the Offeree attributable to or
derived from such shares) and that there are no other ordinary shares
in the Offeree beneficially owned by us save that we have an interest
in 4,215,423
<PAGE>
ordinary shares in the capital of the Company acquired by way of
security and such shares are not subject to the undertakings herein;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, sell or otherwise dispose of all or
any of the Securities or an interest in any of the Securities or enter
into any agreement or arrangement which could result in any such sale
or disposal and will not acquire any further ordinary shares in the
Offeree, or any interest therein, or agree to do so;
(C) neither the whole nor any part of our interest in the Securities is or
will, should we accept the Offer, become subject to any charge,
option, lien, equity or encumbrance whatsoever;
(D) we shall, by 11:00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance. In
respect of any ordinary shares in uncertificated form or ADSs among
the Securities, we shall comply with the procedures set out or
referred to in the Offer Document for acceptances in respect of such
Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purposes of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and new York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code;
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
-2-
<PAGE>
(H) we will between the date of this Undertaking and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems exercise of
voting rights in accordance with this sub-paragraph to have the effect
of transferring general control of the voting rights in the Securities
to the Offeror or otherwise to result in us being treated as acting in
concert with the Offeror) exercise or procure the exercise of the
votes in respect of the Securities at any general or class meeting of
the Company as the Offeror may direct in relation to any resolution or
motion the passing or rejection of which will assist the
implementation of the Offer and we shall not, without the consent of
the Offeror and save as aforesaid, requisition or join in
requisitioning any general or class meeting of the Company.
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
6. We confirm that we are not a customer or deemed customer of the Bank for
the purposes of the Rules of The Securities and Futures Authority and that,
accordingly, the Bank does not owe us any duties or responsibilities
(whether as regards best execution, suitability or otherwise) in connection
with the Offer as its customer or deemed customer. We further confirm that
we have been given a realistic opportunity to consider whether or not to
give the commitments contained in this Undertaking and to obtain
independent advice.
7.
(A) Our obligations under this Undertaking are conditional upon National
Westminster Bank plc (in respect of approximately 52,865,249 ordinary
shares in the capital of the Company), Lloyds Bank plc (in respect of
approximately 55,156,860 ordinary shares in the capital of the
Company)
-3-
<PAGE>
and Royal Bank of Canada (in respect of approximately 16,968,557
ordinary shares in the capital of the Company) each giving the Offeror
and the Bank undertakings in substantially the same form as this
Undertaking (ignoring for these purposes this condition).
(B) If the Offer is not publicly announced on or before the date falling
10 days after the date hereof, this Undertaking shall cease to be of
effect.
8. This Undertaking shall forthwith cease to be of effect in the event that an
announcement of a firm intention to make an offer for the issued share
capital of the Offeree is lodged with the Panel on Takeovers and Mergers by
a person other than the Offeror and such offer is (in the reasonable
opinion of the Bank) for a higher consideration per ordinary share and ADS
than the Offer.
9. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written.
Signed as a deed
--------------------------------
Senior Manager
--------------------------------
General Manager
Schedule
Number of Ordinary Shares of 1p each
in the Offeree:- 139,810,634
------------------------------------
Number of ADSs in the Offeree:-
------------------------------------
-4-
<PAGE>
EXHIBIT (c)(5)
DEED OF UNDERTAKING FROM LLOYDS BANK PLC
To: General Electric Capital Corporation (the "Offeror" and
Lazard Brothers & Co., Limited (the "Bank")
Dated: 29th July, 1997
From: Lloyds Bank Plc
(the "Shareholder")
Dear Sirs,
Deed of Undertaking in relation
to a company code named
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by us
for the purpose of identification (the "Press Announcement").
2. Subject to paragraphs 7 and 8 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of the number of ordinary shares and/or
American Depositary Shares each representing three ordinary shares
("ADSs"), in the Offeree specified in the Schedule hereto (together,
the "Securities", which expression includes any other shares or
securities in the Offeree attributable to or derived from such shares)
and that there are no other ordinary shares in the Offeree
beneficially owned by us;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, sell or otherwise dispose of all or
any of the Securities or any interest in any of the Securities or
enter into any agreement or arrangement which could result in any such
sale or disposal and will not acquire any further ordinary shares in
the Offeree, or any interest therein, or agree to do so;
<PAGE>
(C) neither the whole nor any part of our interest in the Securities is or
will, should we accept the Offer, become subject to any charge,
option, lien, equity or encumbrance whatsoever;
(D) we shall, by 11:00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance. In
respect of any ordinary shares in uncertificated form or ADSs among
the Securities, we shall comply with the procedures set out or
referred to in the Offer Document for acceptances in respect of such
Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purposes of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and New York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code.
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
(H) we will between the date of this Underwriting and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems this
sub-paragraph to have the effect of transferring general control of
the voting rights in the Securities to the Offer) exercise or procure
the exercise of the votes in respect of the Securities at any general
or class meeting of the Company as the Offeror may direct in relation
to any resolution or motion the passing or rejection of which will
assist the implementation of the Offer and we
-2-
<PAGE>
shall not, without the consent of the Offeror and save as aforesaid,
requisition or join in requisitioning any general or class meeting of
the Company.
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
6. We confirm that we are not a customer or deemed customer of the Bank for
the purposes of the Rules of The Securities and Futures Authority and that,
accordingly, the Bank does not owe us any duties or responsibilities
(whether as regards best execution, suitability or otherwise) in connection
with the Offer as its customer or deemed customer. We further confirm that
we have been given a realistic opportunity to consider whether or not to
give the commitments contained in this Undertaking and to obtain
independent advice.
7. If the Offer is not publicly announced on or before the date falling 10
days after the date hereof, this Undertaking shall cease to be of effect.
8. This Undertaking shall forthwith cease to be of effect in the event that an
announcement of a firm intention to make an offer for the issued share
capital of the Offeree is lodged with the Panel on Takeovers and Mergers by
a person other than the Offeror and such offer is (in the reasonable
opinion of the Bank) for a higher consideration per ordinary share and ADS
than the Offer.
9. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
-3-
<PAGE>
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written
Signed as a deed by
STEPHEN HAILS, HEAD OF CREDIT SERVICES
(Name and Office)
as attorney for and on behalf of
Lloyds Bank PLC
(Signature) ______________________________
in the presence of S.J. Philips
(Witness name and address) 6/8 Eastcheap
London EC3 MILL
-4-
<PAGE>
SCHEDULE
Number of Ordinary Shares of 1p
each in the Offeree: 55,156,860
Number of ADSs in the Offeree: --
<PAGE>
EXHIBIT (c)(6)
DEED OF UNDERTAKING FROM LOOMIS SAYLES & CO.
To: General Electric Capital Corporation (the "Offeror") and Lazard
Brothers & Co., Limited (the "Bank")
From: Loomis Sayles & Company Dated: 21 July, 1997
(the "Shareholder")
Dear Sirs,
Deed of Undertaking in Relation
to a company code named
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by us
for the purpose of identification (the "Press Announcement") or on such
other terms and conditions as may be approved by the board of the Offeree
(or a committee thereof).
2. Subject to paragraphs 8 and 9 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of, or manage and control, the number of
ordinary shares and/or American Depositary Shares each representing
three ordinary shares ("ADSs"), in the Offeree specified in the
Schedule hereto (together, the "Securities", which expression includes
any other shares or securities in the Offeree attributable to or
derived from such shares) and that there are no other ordinary shares
in the Offeree beneficially owned, or managed and controlled, by us;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, sell or otherwise dispose of all or
any of the Securities or any interest in any of the Securities or
enter into any agreement or arrangement which could result in any such
sale or disposal and will not acquire any further ordinary shares in
the Offeree, or any interest therein, or agree to do so;
<PAGE>
(C) neither the whole nor any part of our interest in the Securities is or
will, should we accept the Offer, become subject to any charge,
option, lien, equity or encumbrance whatsoever;
(D) we shall, by 11:00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance. In
respect of any ordinary shares in uncertificated form or ADSs among
the Securities, we shall comply with the procedures set out or
referred to in the Offer Document for acceptances in respect of such
Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purposes of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and New York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code;
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
(H) we will between the date of this Undertaking and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems this
sub-paragraph to have the effect of transferring general control of
the voting rights in the Securities at any general or class meeting of
the Company as the Offeror may direct in relation to any resolution or
motion the passing or rejection of which will assist the
implementation of the Offer and we shall not, without the consent of
the Offeror and save as aforesaid, requisition or join in
requisitioning any general or class meeting of the Company.
-2-
<PAGE>
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. We hereby irrevocably and by way of security for our obligations hereunder
appoint any director of the Bank to be our attorney to execute on our
behalf a form of acceptance to be issued with the Offer Document in respect
of the Securities and to sign, execute and deliver any documents and do all
acts and things as may be necessary for or incidental to the acceptance of
the Offer in relation to the Securities.
6. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
7. We confirm that we are not a customer or deemed customer of the Bank for
the purposes of the Rules of The Securities and Futures Authority and that,
accordingly, the Bank does not owe us any duties or responsibilities
(whether as regards best execution, suitability or otherwise) in connection
with the Offer as its customer or deemed customer. We further confirm that
we have been given a realistic opportunity to consider whether or not to
give the commitments contained in this Undertaking and to obtain
independent advice.
8. If the Offer is not publicly announced on or before the date falling 10
days after the date hereof, this Undertaking shall cease to be of effect.
9. This Undertaking shall forthwith cease to be of effect in the event that an
announcement of a firm intention to make an offer for the issued share
capital of the Offeree is lodged with the Panel on Takeovers and Mergers
by a person other than the Offeror and such offer is (in the reasonable
opinion of the Shareholder) for a higher consideration per ordinary share
and ADS than the Offer.
10. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
-3-
<PAGE>
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written.
Signed as a deed
/s/ Frederick P. Wynn
-------------------------
Vice President
_________________________
Director/Secretary
-4-
<PAGE>
SCHEDULE
Number of Ordinary Shares of 1p each
in the Offeree: --
Number of ADSs in the Offeree: 762,179
-5-
<PAGE>
EXHIBIT (c)(7)
DEED OF UNDERTAKING FROM NATWEST BANK
To: General Electric Capital Corporation (the "Offeror")
and Lazard Brothers & Co., Limited (the "Bank")
From: National Westminster Bank, PLC
(the "Shareholder") Dated: 29 July, 1997
Dear Sirs,
Deed of Undertaking in relation
to a company code named
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by us
for the purpose of identification (the "Press Announcement") or on such
other terms and conditions as may be approved by the board of the Offeree
(or a committee thereof).
2. Subject to paragraphs 7 and 8 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of, or manage and control, the number of
ordinary shares and/or American Depositary Shares each representing
three ordinary shares ("ADSs"), in the Offeree specified in the
Schedule hereto (together, the "Securities", which expression includes
any other shares or securities in the Offeree attributable to or
derived from such shares) and that there are no other ordinary shares
in the Offeree beneficially owned by us;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, sell or otherwise dispose of all or
any of the Securities or an interest in any of the Securities or enter
into any agreement or arrangement which could result in any such sale
or disposal and will not
<PAGE>
acquire any further ordinary shares in the Offeree, or any interest
therein, or agree to do so;
(C) neither the whole nor any part of our interest in the Securities is or
will, should we accept the Offer, become subject to any charge,
option, lien, equity or encumbrance whatsoever;
(D) we shall, by 11:00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance. In
respect of any ordinary shares in uncertificated form or ADSs among
the Securities, we shall comply with the procedures set out or
referred to in the Offer Document for acceptances in respect of such
Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purposes of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and New York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code;
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
(H) we will between the date of this Undertaking and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems exercise of
voting rights in accordance with this sub-paragraph to have the effect
of transferring general control of the voting rights in the Securities
to the Offeror or otherwise to result in us being treated as acting in
concert with
-2-
<PAGE>
the Offeror) exercise or procure the exercise of the votes in respect
of the Securities at any general or class meeting of the Company as
the Offeror may direct in relation to any resolution or motion the
passing or rejection of which will assist the implementation of the
Offer and we shall not, without the consent of the Offeror and save as
aforesaid, requisition or join in requisitioning any general or class
meeting of the Company.
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
6. We confirm that we are not a customer or deemed customer of the Bank for
the purposes of the Rules of The Securities and Futures Authority and that,
accordingly, the Bank does not owe us any duties or responsibilities
(whether as regards best execution, suitability or otherwise) in connection
with the Offer as its customer or deemed customer. We further confirm that
we have been given a realistic opportunity to consider whether or not to
give the commitments contained in this Undertaking and to obtain
independent advice.
7. If the Offer is not publicly announced on or before the date falling 10
days after the date hereof, this Undertaking shall cease to be of effect.
8. This Undertaking shall forthwith cease to be of effect in the event that an
announcement of a firm intention to make an offer for the issued share
capital of the Offeree is lodged with the Panel on Takeovers and Mergers by
a person other than the Offeror and such offer is (in the reasonable
opinion of the Bank) for a higher consideration per ordinary share and ADS
than the Offer.
9. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
-3-
<PAGE>
IN WITNESS whereof this Undertaking has been executed and delivered as a deed
the day and year first before written.
Executed as a deed for and on behalf of /s/ Paul Bartlett
National Westminster Bank Plc by its attorney ---------------------------
Paul Bartlett in the presence of Andy Briggs,
135 Bishopsgate, London EC2M 3UR
/s/ M. Briggs
---------------------------
Schedule
Number of Ordinary Shares of 1p each
in the Offeree:-
---------------------------
Number of ADSs in the Offeree:-
---------------------------
-4-
<PAGE>
EXHIBIT (c)(8)
DEED OF UNDERTAKING FROM ROYAL BANK OF CANADA
To: General Electric Capital Corporation (the "Offeror") and
Lazard Brothers & Co., Limited (the "Bank")
From: Royal Bank of Canada Dated: 28th July, 1997
(the "Shareholder")
Dear Sirs,
Deed of Undertaking in Relation
to a company code named
GASCONY PLC
(the "Offeree")
1. We refer to the offer (the "Offer", which expression includes any revision
of such offer) proposed to be made by the Offeror (or a subsidiary of the
Offeror) substantially on the terms and subject to the conditions referred
to in the draft of the press announcement attached hereto and signed by us
for the purpose of identification (the "Press Announcment").
2. Subject to paragraphs 7 and 8 below, we irrevocably and unconditionally
undertake, represent and warrant to each of the Offeror and the Bank that:
(A) we are the beneficial owner of, or manage and control, the number of
ordinary shares and/or American Depositary Shares each representing
three ordinary shares ("ADSs"), in the Offeree specified in the
Schedule hereto (together, the "Securities", which expression includes
any other shares or securities in the Offeree attributable to or
derived from such shares) and that there are no other ordinary shares
in the Offeree beneficially owned by us;
(B) save as referred to in this Undertaking, we shall not, prior to the
closing or lapsing of the Offer, sell or otherwise dispose of all or
any of the Securities or any interest in any of the Securities or
enter into any agreement or arrangement which could result in any such
sale or disposal and will not acquire any further ordinary shares in
the Offeree, or any interest therein, or agree to do so;
(C) neither the whole nor any part of our interest in the Securities is or
will, should we accept the Offer, become subject to any charge,
option, lien, equity or encumbrance whatsoever;
<PAGE>
-2-
(D) we shall, by 11:00 a.m. on the fourteenth day after receipt of the
formal document containing the Offer (the "Offer Document"), accept or
procure acceptance of the Offer in accordance with its terms in
respect of all the Securities, and shall, in respect of any ordinary
shares in certificated form among the Securities, forward the relevant
share certificates or form of indemnity for any lost certificate(s) to
the Offeror's receiving agent at the same time as such acceptance. In
respect of any ordinary shares in uncertificated form or ADSs among
the Securities, we shall comply with the procedures set out or
referred to in the Offer Document for acceptances in respect of such
Securities when accepting the Offer;
(E) notwithstanding that the terms of the Offer may confer rights of
withdrawal for acceptors during the period of the Offer, we shall
procure that no acceptance of the Offer is withdrawn in respect of any
of the Securities;
(F) we shall supply the Bank promptly with all information required in
connection with the Offer for the purpose of The City Code on
Takeovers and Mergers (the "Code") or for the purpose of compliance
with the relevant requirements of the London and New York Stock
Exchanges and, in particular, shall supply the Bank in writing within
2 days of the public announcement of the Offer with the information
relating to us referred to in Rules 24.3(a)(iv) and (c) of the Code;
(G) we shall not, directly or indirectly, solicit any general offer for
any part of the issued share capital or ADSs of the Offeree from any
third party;
(H) we will between the date of this Undertaking and the public
announcement of the Offer maintain appropriate secrecy about the
possibility, and terms, of the Offer; and
(I) prior to the closing, lapsing or withdrawal of the Offer, we shall
(save where The Panel on Takeovers and Mergers deems exercise of
voting rights in accordance with this sub-paragraph to have the effect
of transferring general control of the voting rights in the Securities
to the Offeror or otherwise to result in us being treated as acting
in concert with the Offeror) exercise or procure the exercise of the
votes in respect of the Securities at any general or class meeting of
the Company as the Offeror may direct in relation to any resolution or
motion the passing or rejection of which will assist the
implementation of the Offer and we shall not,
<PAGE>
-3-
without the consent of the Offeror and save as aforesaid, requisition
or join in requisitioning any general or class meeting of the Company.
3. We consent, subject to our prior approval of the form of such announcement
so far as it differs in any material respect from the Press Announcement,
to the issue of a press announcement incorporating references to us and to
this Undertaking in the terms set out in the Press Announcement.
4. We understand and agree that if the Offer is made particulars of this
Undertaking will be contained in the Offer Document and that this
Undertaking will be available for inspection while the Offer remains open
for acceptance.
5. Any time, date or period mentioned in this Undertaking may be extended by
mutual agreement between the parties evidenced in writing but as regards
any time, date or period originally fixed or so extended as aforesaid time
shall be of the essence.
6. We confirm that we are not a customer or deemed customer of the Bank for
the purposes of the Rules of The Securities and Futures Authority and that,
accordingly, the Bank does not owe us any duties or responsibilities
(whether as regards best execution, suitability or otherwise) in connection
with the Offer as its customer or deemed customer. We further confirm that
we have been given a realistic opportunity to consider whether or not to
give the commitments contained in this Undertaking and to obtain
independent advice.
7. If the Offer is not publicly announced on or before the date falling 10
days after the date hereof, this Undertaking shall cease to be of effect.
8. This Undertaking shall forthwith cease to be of effect in the event that an
announcement of a firm intention to make an offer for the issued share
capital of the Offeree is lodged with the Panel on Takeovers and Mergers by
a person other than the Offeror and such offer is (in the reasonable
opinion of the Bank) for a higher consideration per ordinary share and ADS
than the Offer.
9. This Undertaking shall be governed by and construed in accordance with
English law and we submit to the jurisdiction of the English courts for all
purposes in connection herewith.
<PAGE>
-4-
IN WITNESS WHEREOF this Undertaking has been executed and delivered as a deed
the day and year first before written.
Signed as a deed for and on behalf of
Royal Bank of Canada /s/ M. Ball
---------------------------------
Senior Manager
---------------------------------
SCHEDULE
Number of Ordinary Shares of 1p each
in the Offeree: 16,968,557
---------------------------------
Number of ADSs in the Offeree:
---------------------------------
