THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE YOU ARE RECOMMENDED IMMEDIATELY TO
SEEK YOUR OWN ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT
OR OTHER INDEPENDENT ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES ACT
1986.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED all your Romtec Shares please send
this document and the accompanying Form of Acceptance and reply-paid envelope at
once to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee. However, such documents should not be forwarded or
transmitted in or into the United States, Canada, Australia or Japan or into any
other jurisdiction if to do so would constitute a violation of the relevant laws
in such other jurisdiction.
The Offer (including the Loan Note Alternative) is not being made, directly or
indirectly, in or into, or by the use of the mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States, Canada, Australia or Japan
and the Offer cannot be accepted by any such use, means, instrumentality or
facility, or from within any of those countries. Accordingly, this document and
the accompanying Form of Acceptance are not being mailed and should not be
forwarded, distributed or sent in, into or from any of those countries. All
persons (including, without limitation, nominees, trustees or custodians) who
would, or otherwise intend to, forward this document and the accompanying Form
of Acceptance to any jurisdiction outside the UK should read the further
information contained on pages 30 to 33of this document before taking any
action.
The Loan Notes to be issued pursuant to the Offer, if any, have not been, and
will not be, registered under the Securities Act 1933 of the United States or
under the securities laws of any state or other jurisdiction of the United
States, Canada, Australia or Japan. Accordingly, unless an exemption from the
relevant laws is available, the Loan Notes may not be offered, sold, resold or
delivered or transferred, directly or indirectly, in or into the United States
or to, or for the account or benefit of, US persons, or in or into Canada,
Australia, or Japan. This document does not constitute an offer to sell, or the
solicitation of any offer to buy any Loan Notes in any jurisdiction in which
such an offer or solicitation would be unlawful.
This document should be read in conjunction with the accompanying Form of
Acceptance.
--------------------------------------------------------------------------------
RECOMMENDED CASH OFFER
--------------------------------------------------------------------------------
by
CHARLES STREET SECURITIES, INC.
on behalf of
TOTAL RESEARCH ACQUISITIONS LIMITED
a wholly owned subsidiary of
TOTAL RESEARCH CORPORATION
for
ROMTEC PLC
--------------------------------------------------------------------------------
A letter from the Chairman of Romtec containing the recommendation of the Board
of Directors of Romtec is set out on pages 3 to 6.
ACCEPTANCES SHOULD BE DESPATCHED AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO
BE RECEIVED BY PARK CIRCUS REGISTRARS LIMITED, JAMES SELLAR'S HOUSE, 3RD FLOOR,
144 WEST GEORGE STREET, GLASGOW, G2 2HG, NO LATER THAN 3.00 p.m. ON 11 MAY 2000.
THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT ON PAGES 15 to 17 AND IN
THE ACCOMPANYING FORM OF ACCEPTANCE.
Charles Street Securities, Inc., which is regulated by The Securities and
Futures Authority Limited in the conduct of its investment business in the UK,
is acting exclusively for Total Research Acquisitions Limited and Total Research
Corporation and is acting for no one else in connection with the Offer and will
not be responsible to anyone other than Total Research Acquisitions Limited and
Total Research Corporation for providing the protections afforded to customers
of Charles Street Securities, Inc. nor for giving advice in relation to the
Offer.
Shore Capital and Corporate Limited, which is regulated by The Securities and
Futures Authority Limited in the conduct of its investment business in the UK,
is acting exclusively for Romtec and is acting for no one else in connection
with the Offer and will not be responsible to anyone other than Romtec for
providing the protections afforded to customers of Shore Capital and Corporate
Limited nor for giving advice in relation to the Offer.
<PAGE>
CONTENTS
Part I Letter from the Chairman of Romtec....................................3
Part II Letter from Charles Street Securities, Inc............................6
APPENDIX I: CONDITIONS TO AND FURTHER TERMS OF THE OFFER......................19
APPENDIX II: PRINCIPAL TERMS OF THE LOAN NOTES................................39
APPENDIX III: INFORMATION ON TOTAL RESEARCH ACQUISITIONS LIMITED AND TOTAL
RESEARCH CORPORATION............................................41
APPENDIX IV: INFORMATION ON ROMTEC............................................48
APPENDIX V: ADDITIONAL INFORMATION............................................53
APPENDIX VI: DEFINITIONS......................................................62
2
<PAGE>
[ON ROMTEC LETTERHEAD]
Part I
LETTER FROM THE CHAIRMAN OF ROMTEC
20 April 2000
To Romtec Shareholders and, for information only, to option holders in the
Romtec Executive Share Option Scheme
Dear Shareholder
RECOMMENDED CASH OFFER FOR ROMTEC
1. INTRODUCTION
------------
On 13 April 2000 the Boards of Total Research Corporation (a US
corporation) and Romtec announced that agreement had been reached on
the terms of a recommended cash offer to be made by Charles Street
Securities, Inc. on behalf of Total Research Acquisitions Limited, a
wholly owned subsidiary of Total Research Corporation, to acquire the
whole of the issued and to be issued ordinary share capital of Romtec.
I am writing to explain the background to the Offer and the reasons why
your Board, which has been so advised by Shore Capital, considers the
terms of the Offer to be fair and reasonable and, accordingly,
unanimously recommends that it should be accepted by Romtec
Shareholders.
2. THE OFFER
---------
The formal Offer is set out in the letter from Charles Street
Securities, Inc. on pages 7 to 18 of this document.
The Offer, which is subject to the conditions and further terms set out
in Appendix I to this document, is made on the following basis:
FOR EACH ROMTEC SHARE 91P IN CASH
However I have agreed to waive my entitlement under the Offer to 11p of
the cash consideration for each Romtec Share I hold, and will accept
the balance (of up to 80p per Romtec Share), payable in three tranches
over the two year period following the Offer becoming or being declared
unconditional in all respects. Payment of the third tranche (of up to
15p) is subject to Romtec's annualised profits and revenues over such
two year period being at least equivalent to the respective figures for
the financial year ended 31 January 2000 on a comparable basis.
The Offer values the entire issued share capital of Romtec at
approximately (pound)4.3 million ((pound)4.79 million before my waiver
described above and approximately (pound)4.5 million if all the
outstanding options in the Romtec Executive Share Option Scheme are
exercised and the offer is accepted in respect of all those Shares).
3
<PAGE>
The Offer represents a premium of approximately 21 per cent over the
Closing Price of 75p per Romtec Share on 12 April 2000 (the last
dealing day before the announcement of the Offer). It also represents a
multiple of 25.3 times Romtec's earnings per share for the year ended
31 January 2000. Romtec's preliminary results for the year ended 31
January 2000, which were announced on 13 April 2000 are set out in
Appendix IV.
In addition, Romtec Shareholders on the register at the close of
business on 2 May 2000 will be entitled to receive an interim dividend
of 2p (net) per Romtec Share declared by the Romtec board in respect of
the year ended 31 January 2000, which will be paid on 19 May 2000.
Acceptance of the Offer will not prevent you from receiving this
interim dividend. No further dividends will be payable to Romtec
Shareholders.
3. THE LOAN NOTE ALTERNATIVE
-------------------------
Romtec Shareholders, other than certain overseas shareholders, may
elect to receive Loan Notes to be issued as an alternative to either
all or, if they so elect, any part of the cash consideration on the
following basis:
FOR EVERY(POUND)1 OF CASH CONSIDERATION UNDER THE OFFER
(POUND)1 NOMINAL OF LOAN NOTES
Full details of the Loan Notes are set out in paragraph 3 of the letter
from Charles Street Securities, Inc. on page 8 and 9 and in Appendix
II to this document on pages 39 and 40
4. IRREVOCABLE UNDERTAKINGS
------------------------
I have irrevocably undertaken to accept the Offer in respect of my
entire beneficial holding of Romtec Shares, amounting to an aggregate
of 4,475,000 Romtec Shares, representing approximately 85 per cent. of
Romtec's current issued share capital.
The terms of the irrevocable undertaking require acceptance of the
Offer even if a competing or higher offer is made by a third party.
5. ROMTEC SHARE OPTION SCHEME
--------------------------
The Offer extends to any Romtec Shares issued or unconditionally
allotted upon the exercise of options under the Romtec Executive Share
Option Scheme during the Offer Period.
HOLDERS OF OPTIONS UNDER THE ROMTEC EXECUTIVE SHARE OPTION SCHEME
SHOULD CONSIDER WHETHER TO EXERCISE SUCH RIGHTS AS ARE EXERCISABLE IN
ORDER TO BE ABLE TO ACCEPT THE OFFER.
To the extent that such options are not so exercised, and if the Offer
becomes or is declared unconditional in all respects, it is intended
that Total Research Acquisitions Limited will make appropriate
proposals to option holders in the Romtec Executive Share Option Scheme
in due course.
6. MANAGEMENT AND EMPLOYEES
------------------------
The Board of Total Research Corporation has confirmed that the existing
employment rights, including pension rights, of the management and
employees of Romtec will be fully safeguarded. I and the other
directors of Romtec (except for Mark Vaygelt who has signed a letter of
intent to enter into a service agreement with Romtec), have entered
into new service agreements with Romtec, on terms approved by Total
Research Corporation, which will become effective on the Offer becoming
or being declared unconditional in all respects. The terms of these
service agreements provide for the issue of options over ordinary
shares in Total Research Corporation to the Romtec directors. Shore
Capital
4
<PAGE>
believes that the terms of these arrangements so far as myself and
Total Research Corporation are concerned are fair and reasonable in the
context of the Offer.
In order to help integrate Romtec into the Total Research Group in the
event of the Offer being declared unconditional in all respects, it is
Total Research Corporation's intention that I will be offered a
position as Chairman of the Board of Directors of Total Research
Acquisitions Limited and its holding company, Total Research Holdings
Limited.
7. BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER
----------------------------------------------------
Total Research Corporation provides marketing research and services in
a wide range of industries principally in the US but also in the UK.
The acquisition of Romtec will fulfil several major strategic goals of
Total Research Corporation, including:
1. expanding Total Research Corporation's Internet data
collection and delivery system in Europe;
2. allowing Total Research Corporation to offer clients seamless
delivery of research and marketing services between the two
continents;
3. expanding Total Research Corporation's capabilities in the
areas of database marketing and e-marketing services,
facilitating its evolution from a research company to an
integrated marketing services company;
4. broadening Total Research Corporation's core business by
offering clients new syndicated and custom research services
on a global basis; and
5. broadening the client list from which to sell products.
8. TAXATION
--------
You should read paragraph 14 of the letter from Charles Street
Securities, Inc. on pages 13 to 15 as to the tax consequences of
accepting the Offer. Whether or not you decide to elect for the Loan
Note Alternative will depend on your individual circumstances,
including your tax position.
IF YOU ARE IN ANY DOUBT AS TO YOUR TAX POSITION, YOU SHOULD CONSULT AN
APPROPRIATE PROFESSIONAL ADVISER.
9. ACTION TO BE TAKEN
------------------
Your attention is drawn to the letter from Charles Street Securities,
Inc., the Appendices to this document, and the Form of Acceptance which
set out the terms of the Offer and the procedure for its acceptance.
IN ORDER TO ACCEPT THE OFFER, YOU SHOULD COMPLETE AND RETURN THE
ENCLOSED FORM OF ACCEPTANCE IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED
ON IT, SO AS TO BE RECEIVED BY PARK CIRCUS REGISTRARS AS SOON AS
POSSIBLE, BUT IN ANY EVENT NOT LATER THAN 3.00 P.M. ON 11 MAY 2000.
10. RECOMMENDATION
--------------
The Directors of Romtec who have been so advised by Shore Capital
consider that the terms of the Offer are fair and reasonable and in the
best interests of Romtec Shareholders. In providing advice to your
Directors, Shore Capital has taken into account your Directors'
commercial assessments. Accordingly, your Directors unanimously
recommend all Romtec Shareholders to accept the Offer. I have
irrevocably undertaken to accept the Offer in respect of my own
aggregate
5
<PAGE>
beneficial shareholdings amounting to 4,475,000 Romtec Shares,
representing approximately 85 per cent. of the issued share capital
of Romtec.
Yours faithfully
/s/Russell V. Nathan
Russell V. Nathan CBE
Chairman
6
<PAGE>
Part II
CHARLES STREET SECURITIES, INC.
INVESTMENT BANKERS
MEMBER: NASD, SFA
1 Wilton Crescent, London SW1X 8RN
Tel: 020 7235 7642
20 April 2000
To Romtec Shareholders and, for information only, to option holders in
the Romtec Share Option Scheme
Dear Sir or Madam
RECOMMENDED CASH OFFER FOR ROMTEC ON BEHALF OF TOTAL RESEARCH
ACQUISITIONS LIMITED
1. INTRODUCTION
------------
On 13 April 2000 the Boards of Total Research Corporation (a US
corporation) and Romtec announced that agreement had been reached on
the terms of a recommended cash offer to be made by Charles Street
Securities, Inc., on behalf of Total Research Acquisitions Limited to
acquire the whole of the issued and to be issued ordinary share capital
of Romtec. This letter contains the formal Offer by Charles Street
Securities, Inc., on behalf of Total Research Acquisitions Limited, and
also contains certain other information on Total Research Corporation,
Total Research Acquisitions Limited and Romtec.
The Offer of 91p in cash for each Romtec Share, and with Russell Nathan
agreeing to waive his entitlement under the Offer to 11p of the cash
consideration for each Romtec Share he holds and accepting the balance
(namely up to 80p per Romtec Share) values the entire issued share
capital of Romtec at approximately (pound)4.3 million ((pound)4.79
million before the waiver and approximately (pound)4.5 million if all
the outstanding options in the Romtec Executive Share Option Scheme are
exercised and the Offer is accepted in respect of all those Shares).
Romtec Shareholders on the register at the close of business on 02 May
2000 will also be entitled to receive and retain an interim dividend of
2p (net) per Romtec Share declared by the Romtec Board in respect of
the year ended 31 January 2000, which will be paid on 19 May 2000.
YOUR ATTENTION IS DRAWN TO THE LETTER FROM THE CHAIRMAN OF ROMTEC ON
PAGES 3 TO 6 OF THIS DOCUMENT WHICH SETS OUT THE REASONS WHY THE
DIRECTORS OF ROMTEC, WHO HAVE BEEN SO ADVISED BY SHORE CAPITAL,
CONSIDER THE TERMS OF THE OFFER TO BE FAIR AND REASONABLE AND
UNANIMOUSLY RECOMMEND YOU TO ACCEPT THE OFFER.
7
<PAGE>
Russell Nathan, the Chairman and Managing Director of Romtec has
irrevocably undertaken to accept the Offer in respect of his entire
beneficial holdings of Romtec Shares, amounting to an aggregate of
4,475,000 Romtec Shares, representing approximately 85 per cent of
Romtec's issued share capital. The terms of the irrecoverable
undertaking require acceptance of the Offer even if a competing or
higher offer is made by a third party.
2. THE RECOMMENDED OFFER
---------------------
On behalf of Total Research Acquisitions Limited, Charles Street
Securities, Inc. hereby offers to acquire, on the terms and subject to
the conditions set out or referred to in this document and in the Form
of Acceptance, all of the Romtec Shares on the following basis:
FOR EACH ROMTEC SHARE 91P IN CASH
Russell Nathan has agreed to waive his entitlement under the Offer to
11p of the cash consideration for each Romtec Share, and he will
receive payment of the balance of up to 80p per Romtec Share in cash
and loan notes, in three tranches over the two year period following
the Offer becoming or being declared unconditional in all respects.
Payment of the third tranche (of up to 15p) to Russell Nathan is
conditional upon certain financial targets being met.
The Offer represents a premium of 21 per cent over the Closing Price of
75p per Romtec Share on 12 April 2000 (the last dealing day before the
announcement of the Offer). It also represents a multiple of 25.3 times
Romtec's earnings per share for the year ended 31 January 2000.
In addition, Romtec shareholders on the register at the close of
business on 02 May 2000 will be entitled to receive an interim dividend
of 2.0p (net) per Romtec Share declared by the Romtec Board in respect
of the year ended 31 January 2000, which is expected to be paid on 19
May 2000.
The financial effects of acceptance of the Offer and the bases of these
calculations are set out in paragraph 4 below.
The procedure for acceptance of the Offer is set out in paragraph 15
below. Acceptances of the Offer should be received by Park Circus
Registrars at the address(es) detailed in the Form of Acceptance by not
later than 3.00 p.m. on 11 May 2000.
Your attention is drawn to the conditions and further terms of the
Offer set out in Appendix I to this document and in the Form of
Acceptance. The provisions relating to acceptance and settlement are
set out on pages 15 to 17 of this document and the Form of Acceptance.
3. THE LOAN NOTE ALTERNATIVE
-------------------------
Romtec Shareholders other than certain overseas shareholders may elect
to receive Loan Notes as an alternative to either all or, if they so
elect, any part of the cash consideration to be issued by Total
Research Acquisitions Limited on the following basis:
FOR EVERY (POUND)1 OF CASH CONSIDERATION (POUND)1 NOMINAL OF LOAN NOTES
The Loan Notes which will constitute unsecured obligations of Total
Research Acquisitions Limited and which will be guaranteed by Total
Research Corporation as its unsecured obligation, will be issued in
multiples of (pound)1 nominal and will bear interest, payable on
redemption at an annual rate equivalent to 12 month LIBOR on sterling
deposits of (pound)1,000,000. Interest on the Loan Notes (less any tax
required by law to be deducted therefrom) will be payable from the date
of issue to the date of redemption. The Loan
8
<PAGE>
Notes will be redeemed for cash at par in sterling on 10 April 2001 or
if requested by that date in writing by the applicable holder, on 10
October 2001, together with interest accrued.
The Loan Notes will not be transferable (save on death or bankruptcy of
a Noteholder or by operation of the law). The Loan Notes will not be
available to Romtec Shareholders in the United States, Canada,
Australia or Japan.
The Loan Notes have not been, and will not be, registered under the
Securities Act 1933 of the United States or under the securities laws
of any state or other jurisdiction of the United States, Canada,
Australia or Japan. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold,
resold, delivered or distributed, directly or indirectly, in or into
the United States, or to, or for the account or benefit of, US Persons,
or in or into Canada, Australia or Japan, or into any other
jurisdiction where this would not be lawful. Romtec Shareholders who
are citizens or residents of an overseas jurisdiction other than the
United States, Canada, Australia or Japan who elect for the Loan Note
Alternative will only be issued with Loan Notes where Total Research
Acquisitions Limited is satisfied that to do so will not be unlawful
under any relevant securities laws. If Total Research Acquisitions
Limited is not so satisfied, such Romtec Shareholders will only be
entitled to receive the cash consideration under the Offer, and their
elections for the Loan Note Alternative will not be treated as valid.
The Loan Note Alternative is conditional on the Offer becoming or being
declared unconditional in all respects and will remain open for so long
as the Offer remains open for acceptance.
In the opinion of Charles Street Securities, Inc., based on market
conditions on 19 April 2000 (the last business day prior to the
publication of this document), if the Loan Notes had then been in
issue, the value of each (pound)1 nominal of Loan Notes would have been
approximately 95.14p per (pound)1 nominal value.
Further details of the Loan Notes are set out in Appendix II to this
document on pages 39 and 40.
4. FINANCIAL EFFECTS OF ACCEPTANCE OF THE OFFER
--------------------------------------------
On the bases and assumptions set out in the notes below, for
illustrative purposes only and assuming the Offer becomes or is
declared unconditional in all respects, the following tables show the
financial effects of acceptance of the Offer on capital value and gross
income for a holder of one Romtec Share:
4.1 CAPITAL VALUE
NOTES
Cash consideration 91p
Market value of one Romtec Share (i) 75p
Increase 16p
REPRESENTING AN INCREASE OF APPROXIMATELY 21 per cent.
9
<PAGE>
4.2 Gross Income
NOTES
Gross income from the cash consideration (ii) 5.40p
Gross income from one Romtec Share (iii) 2.22p
-------------
Increase 3.18p
-------------
REPRESENTING AN INCREASE OF 142.86 per
cent.
NOTES
(i) The market value of one Romtec Share is based on the Closing
Price of 75p per Romtec Share derived from the Daily Official
List on 12 April 2000 (the last dealing day before the
announcement of the Offer).
(ii) Gross income on the cash consideration under the Offer has
been calculated assuming that the cash is re-invested so as to
yield 5.93 per cent. per annum being the yield on the
FT-Actuaries Medium Coupon Fixed Interest Index for securities
up to five years' maturity on 18 April 2000 (the latest
practicable business day prior to the publication of this
document).
(iii) The gross income from one Romtec Share is based on the total
dividend of 2.0p (net) per Romtec Share paid in respect of the
year ended 31 January 2000 together with an assumed associated
tax credit of 10/90ths on such dividends.
5. TERMS AND CONDITIONS OF THE OFFER
---------------------------------
The Romtec Shares will be acquired by Total Research Acquisitions
Limited, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and other interests and
together with all rights now or hereafter attaching thereto, including
the right to receive and retain all dividends and other distributions
declared, made or paid hereafter save that Romtec Shareholders will be
entitled to retain the interim dividend of 2p (net) per Romtec Share in
respect of the year ended 31 January 2000, which will be paid on 19 May
2000 to Romtec Shareholders on the register at the close of business on
02 May 2000.
The conditions to and further terms of the Offer are set out in
Appendix I to this document and in the accompanying Form of Acceptance.
6. IRREVOCABLE UNDERTAKINGS
------------------------
Russell Nathan, the Chairman and Managing Director of Romtec has
irrevocably undertaken to accept the Offer in respect of his entire
beneficial holdings of Romtec Shares, amounting to an aggregate of
4,475,000 Romtec Shares, representing approximately 85 per cent of
Romtec's issued share capital. The terms of the irrecoverable
undertaking require acceptance of the Offer even if a competing or
higher offer is made by a third party.
No member of the Total Research Group nor, so far as Total Research
Acquisitions Limited is aware, any party acting in concert (as defined
in the City Code) with Total
10
<PAGE>
Research Acquisitions Limited owns or controls any Romtec Shares or
holds any options to purchase Romtec Shares or has received any
irrevocable commitments to accept the Offer or has entered into any
derivative contracts referenced to Romtec Shares which remain
outstanding.
7. ROMTEC EXECUTIVE SHARE OPTION SCHEME
------------------------------------
The Offer extends to any Romtec Shares unconditionally allotted or
issued whilst the Offer remains open for acceptance (or by such earlier
date as Total Research Acquisitions Limited may, subject to the City
Code, decide) including those unconditionally allotted or issued
pursuant to the exercise of options under the Romtec Executive Share
Option Scheme.
Holders of options under the Romtec Executive Share Option Scheme will
need to consider whether to exercise such rights in order to be able to
accept the Offer.
To the extent that such options are not exercised, and if the Offer
becomes or is declared unconditional in all respects, it is intended
that Total Research Acquisitions Limited will make appropriate
proposals to option holders in the Romtec Executive Share Option Scheme
in due course.
8. MANAGEMENT AND EMPLOYEES
------------------------
Total Research Corporation looks forward to welcoming the management
and employees of the members of the Romtec Group into the Total
Research Group. The Board of Total Research Corporation has confirmed
that the existing employment rights, including pension rights, of the
management and employees of the members of the Romtec Group will be
fully safeguarded.
In order to help integrate Romtec into the Total Research Group, in the
event of the Offer being declared unconditional in all respects, it is
Total Research Corporation's intention that Russell Nathan will be
offered a position as Chairman of the Board of Directors of Total
Research Acquisitions Limited and Total Research Holdings Limited.
Russell Nathan and the other directors of Romtec (except for Mark
Vaygelt who has signed a letter of intent to enter into a service
agreement with Romtec) have also entered into new service agreements
with Romtec, on terms approved by Total Research Corporation, which
will become effective on the Offer becoming or being declared
unconditional in all respects. The terms of these service agreements
provide for the issue of options over ordinary shares in Total Research
Corporation to the Romtec directors. Shore Capital believes that the
terms of these arrangements so far as Russell Nathan and Total Research
Corporation are concerned are fair and reasonable in the context of the
Offer.
9. FINANCING ARRANGEMENTS
----------------------
It is estimated that full acceptance of the Offer in cash (assuming the
full exercise of options under the Romtec Share Option Scheme) would
require the payment by Total Research Acquisitions Limited of a maximum
amount of approximately (pound)4.5 million in cash. Charles Street
Securities, Inc. is satisfied that the necessary financial resources
are available to Total Research Acquisitions Limited to satisfy full
acceptance of the Offer in cash.
The funds required to make the cash payment under the Offer will come
from a credit facility which Total Research Corporation has put in
place with Summit Bank.
Neither the payment of interest on, nor the repayment of, nor the
security for, any liability of Total Research Acquisitions Limited will
depend to any significant extent on the business of Romtec.
11
<PAGE>
10. BACKGROUND TO AND REASONS FOR THE OFFER
---------------------------------------
Total Research Corporation provides marketing research and services in
a wide range of industries principally in the US but also in the UK.
The acquisition of Romtec will fulfil several major strategic goals of
Total Research Corporation, including:
1. expanding Total Research Corporation's Internet data
collection and delivery system in Europe;
2. allowing Total Research Corporation to offer clients seamless
delivery of research and marketing services between the two
continents;
3. expanding Total Research Corporation's capabilities in the
areas of database marketing and e-marketing services,
facilitating its evolution from a research company to an
integrated marketing services company;
4. broadening Total Research Corporation's core business by
offering clients new syndicated and custom research services
on a global basis; and
5. broadening the client list from which to sell products.
11. INFORMATION ON ROMTEC
---------------------
Romtec is a public limited company incorporated in England and whose
shares are listed on AIM. Romtec is a provider of information
technology and telecommunications business intelligence in Europe. At
the core of Romtec's business is the assimilation and analysis of
market information in the fields of computing and telecommunications.
The results of Romtec for the year ended 31 January 2000 were announced
on 13 April 2000. In the financial year ended 31 January 2000, Romtec
reported turnover of (pound)4.1 million (1999 : (pound)3.9 million) and
profit before tax of (pound)331,000 (1999 : (pound)274,000). Earnings
per share amounted to 3.6p in the financial year ended 31 January 2000
(1999: 2.4p) and dividends per Romtec Share were 2p (1999:1.6p). Net
assets at 31 January 2000 were (pound)1,001,000 (1999: (pound)914,000).
The Chairman noted "I am pleased to report that the upward trend
reported in my Interim Statement continued strongly in the second half
of the year".
Further information on Romtec is set out in Appendix IV to this
document.
12. INFORMATION ON TOTAL RESEARCH CORPORATION
-----------------------------------------
Total Research Corporation was incorporated under the laws of the State
of New Jersey in 1975 and was reincorporated under the laws of the
State of Delaware in 1986. Total Research Corporation is a full-service
custom and web-enabled marketing organisation that provides market
research and marketing services to its clients. Total Research
Corporation provides services for its clients, which consist
principally of Fortune 100 Corporations by using proprietary market
research and other marketing technologies it has developed and
distributed throughout various mediums, including the Internet.
In the financial year ended 30 June 1999, Total Research Corporation
achieved turnover of $41.6 million (1998: $34.1 million) and profit
before tax and exceptional items of (pound)3.22 million (1998: $1.89
million). Earnings per share amounted to $0.16 in 1999 (1998: $0.10).
Net assets as at 30 June 1999 were $9.1 million (1998: $5.1 million).
In the unaudited financial statements of Total Research Corporation for
the half year ended 31 December 1999 Total Research Corporation
achieved turnover of $25.9 million and profit
12
<PAGE>
before tax and exceptional items of $2.04 million. Reported earnings
per share were $0.11.
Further information on Total Research Corporation is set out in
Appendix III to this document.
13. INFORMATION ON TOTAL RESEARCH ACQUISITIONS LIMITED
--------------------------------------------------
Total Research Acquisitions Limited is a private limited company
recently incorporated in England for the purpose of acquiring Romtec
and holding Total Research Corporation's other interests in the United
Kingdom. Total Research Acquisitions Limited is a wholly owned
subsidiary of Total Research Holdings Limited which in turn is a
wholly-owned subsidiary of Total Research Corporation.
14. UK TAXATION
-----------
The following paragraphs, which are intended as a general guide only,
are based on current UK legislation and published UK Inland Revenue
practice and are therefore subject to changes. They summarise certain
limited aspects of the UK taxation treatment of Romtec Shareholders who
accept the Offer. The information relates only to the position of
Romtec Shareholders who hold their Romtec Shares as investments
(otherwise than under a personal equity plan or individual savings
account), are the absolute beneficial owners of their Romtec Shares and
(except to the extent that express reference to the position of non-UK
residents is made) are resident and ordinarily resident in the United
Kingdom for taxation purposes.
IF YOU ARE IN ANY DOUBT AS TO YOUR TAX POSITION OR IF YOU ARE SUBJECT
TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM YOU
SHOULD CONSULT AN APPROPRIATE PROFESSIONAL ADVISER WITHOUT DELAY.
14.1 TAXATION OF CAPITAL GAINS
-------------------------
Liability to UK taxation on capital gains ("CGT") will depend on the
individual circumstances of Romtec Shareholders and on the form of
consideration received.
Cash
To the extent that a Romtec Shareholder receives cash under the Offer,
this will constitute a disposal, or part disposal, of his Romtec Shares
for CGT purposes. Such a disposal, or part disposal, may, depending on
the Romtec Shareholder's individual circumstances, give rise to a
liability to CGT.
Loan Notes
(A) "ROLL-OVER" AND "HOLD OVER"
A Romtec Shareholder should not be treated as having made a
disposal of Romtec Shares for CGT purposes to the extent that
he receives Loan Notes in exchange for his Romtec Shares under
the Loan Note Alternative. Romtec Shareholders should instead
be able to either roll-over or hold over any gain or loss
depending on whether or not they are within the charge to
corporation tax as follows:
(1) for a Romtec Shareholder other than a company subject
to corporation tax, to the extent that such Romtec
Shareholder receives Loan Notes, any gain or loss
which would otherwise have arisen on a disposal of
his Romtec Shares will be "rolled-over" into the Loan
Notes and the Loan Notes will be treated as the same
asset as his Romtec Shares acquired at the same time
and for the same consideration as he acquired his
Romtec Shares; and
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(2) to the extent that a Romtec Shareholder which is a
company subject to corporation tax receives Loan
Notes, any gain or loss which would otherwise have
arisen on a disposal of its Romtec Shares at market
value will be "held over" and deemed to accrue on a
subsequent disposal (including redemption) of the
Loan Notes.
The foregoing provisions apply automatically to any Romtec
Shareholder who, together with persons connected with him,
does not hold more than five per cent. of, or of any class of,
shares in or debentures of, Romtec. The provisions also apply
to any other persons provided that the Inland Revenue are
satisfied that the transaction does not have as its main
purpose, or one of its main purposes, the avoidance of CGT or
corporation tax. Romtec Shareholders should note that neither
Total Research Corporation nor Total Research Acquisitions
Limited has applied to the Inland Revenue under the provisions
of s.138 Taxation of Chargeable Gains Tax Act 1992 for
clearance that they are so satisfied.
(B) DISPOSAL OF LOAN NOTES
The treatment of the Loan Notes for tax purposes depends upon
whether the holder is a company subject to corporation tax.
For such holders, the Loan Notes will constitute a loan
relationship. Accordingly, except to the extent that a
chargeable gain or allowable loss previously "held over" in
respect of Romtec Shares is deemed to accrue as described in
paragraph 14.1(A)(2) above, gains and losses arising on
disposal of the Loan Notes will not give rise to chargeable
capital gains or allowable capital losses for CGT purposes.
However, such Romtec Shareholders will generally be charged to
(or obtain relief from) UK corporation tax on income in
respect of all profits, gains and losses arising from their
holding of Loan Notes, on either an accruals or a
mark-to-market basis, broadly in accordance with that Romtec
Shareholder's authorised accounting method.
For other Romtec Shareholders, the Loan Notes should not be
qualifying corporate bonds. A subsequent disposal of Loan
Notes may, therefore, depending on individual circumstances,
give rise to a liability to CGT. Assuming that the gain
arising on the disposal of the Romtec Shares can be "rolled
over" into the Loan Notes received, calculation of the
chargeable gain or allowable loss arising on a disposal of the
Loan Notes will be by reference to the allowable original cost
to the holder of acquiring the relevant Romtec Shares.
Indexation on that cost should be available when calculating a
chargeable gain (but not an allowable loss) in respect of the
period of ownership of the Romtec Shares up to 05 April 1998.
Taper relief may also be available to reduce the amount of
chargeable gain realised on the disposal of the Loan Notes.
Romtec Shareholders who are neither resident nor ordinarily
resident in the UK for UK tax purposes are not subject to CGT
unless they carry on trade in the UK through a branch or
agency and the assets disposed of are used in or for the
purposes of the trade, used or held for the purposes of the
branch or agency, or acquired for use by or for the purposes
of the branch or agency.
14.2 TAXATION OF INTEREST ON THE LOAN NOTES
(A) WITHHOLDING TAX
Interest on the Loan Notes will be paid subject to deduction
of United Kingdom income tax (currently at the rate of 20 per
cent) by Total Research Acquisitions Limited unless Total
Research Acquisitions Limited has previously been directed
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by the Inland Revenue in relation to a particular holder of
Loan Notes to make a payment free of deduction or subject to
a reduced rate of deduction by virtue of relief available to
the holder of those Loan Notes under an applicable double
taxation treaty. Such a direction will only be issued
following a prior application to the relevant overseas
taxing authority and the Inland Revenue made in the
appropriate manner by the holder of those Loan Notes. Total
Research Acquisitions Limited will not gross up payments of
interest on the Loan Notes to compensate for any tax which
it is required to deduct at source.
(B) INDIVIDUALS
Subject to the above, the gross amount of such interest will
form part of the recipient's income for the purposes of UK
income tax, credit being allowed for the tax withheld.
Individuals who are taxable only at the lower or basic rate
will have no further tax to pay in respect of the interest. In
certain cases, holders of Loan Notes may be able to recover an
amount in respect of the tax deducted at source.
In particular, Noteholders not resident in the UK may be
entitled to a repayment of all or part of any amount so
deducted by virtue of relief available under an applicable
double taxation treaty.
Under the "accrued income scheme", a charge to income tax may
arise on a transfer of Loan Notes by a resident of the UK in
respect of the interest on the Loan Notes which has accrued
since the preceding interest payment date.
(C) CORPORATE SHAREHOLDERS
Romtec Shareholders within the charge to UK corporation tax in
respect of the Loan Notes will generally be charged to UK
corporation tax in respect of interest on the Loan Notes
relating to the relevant accounting period broadly in
accordance with that Romtec Shareholder's authorised
accounting method.
14.3 STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")
The comments below are intended as a guide to the general position and
do not relate to persons such as market makers, brokers, dealers and
persons connected with depositary arrangements or clearance services,
to whom special rules apply.
Acceptance of the Offer
No stamp duty or SDRT will be payable by Romtec Shareholders as a
result of accepting the Offer.
Loan Notes
Under current Inland Revenue practice, no stamp duty or SDRT will be
payable on the transfer on sale of (or an agreement to transfer) Loan
Notes.
14.4 OTHER TAX MATTERS
Special tax provisions may apply to Romtec Shareholders who have
acquired or acquire their Romtec Shares by exercising options under the
Romtec Share Option Scheme, including provisions imposing a charge to
UK income tax on the exercise of options.
15. PROCEDURE FOR ACCEPTANCE OF THE OFFER
-------------------------------------
15.1 TO ACCEPT THE OFFER
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To accept the Offer, you must complete Boxes 1 and 4 and if appropriate
Box 5 and Box 6. In all cases you must sign Box 3 of the Form of
Acceptance in the presence of a witness who should also sign, in
accordance with the instructions printed on it.
15.2 TO ACCEPT THE OFFER IN RESPECT OF FEWER THAN ALL YOUR ROMTEC SHARES
To accept the Offer in respect of fewer than all your Romtec Shares you
must insert in Box 1 on the Form of Acceptance such lesser number of
Romtec Shares in respect of which you wish to accept the Offer in
accordance with the instructions printed thereon. You should then
follow the procedure set out in paragraph 15.1 above in respect of such
lesser number of Romtec Shares. If you do not insert a number in Box 1,
or you insert a number greater than your registered holding of Romtec
Shares, you will be deemed to have accepted the Offer for your entire
holding of Romtec Shares.
15.3 TO ELECT FOR THE LOAN NOTE ALTERNATIVE
To elect for the Loan Note Alternative, you must follow the
instructions in paragraph 15.1 or 15.2 to accept the Offer and you must
also complete Box 2 of the Form of Acceptance. Unless an exemption
under the relevant laws is available, the Loan Note Alternative is not
available to certain overseas shareholders or persons acting for the
account or benefit of such persons, who will only receive cash under
the Offer. Please see paragraph 16 below for further information.
15.4 RETURN OF FORM(S) OF ACCEPTANCE
To accept the Offer, the Form of Acceptance must be completed and
returned. The duly completed and signed Form of Acceptance, accompanied
by your share certificate(s) and/or other document(s) of title, should
be sent by post or by hand (during normal business hours) to Park
Circus Registrars at James Sellar's House, 3rd Floor, 144 West George
Street, Glasgow G2 2HG, as soon as possible but, in any event, so as to
be received by not later than 3.00 p.m. on 11 May 2000.
No acknowledgement of receipt of documents will be given by or on
behalf of Total Research Acquisitions Limited. The instructions printed
on the Form of Acceptance form part of the terms of the Offer.
Any Form of Acceptance received in an envelope postmarked in the United
States, Canada, Australia or Japan or otherwise appearing to Total
Research Acquisitions Limited or its agents to have been sent from any
of those countries will not constitute a valid acceptance of the Offer.
For further information for overseas shareholders, see paragraph 16
below and paragraph 7 of Part B of Appendix I on pages 30 to 33 of this
document.
15.5 SHARE CERTIFICATES NOT READILY AVAILABLE OR LOST
If 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 ABOVE SO AS TO
ARRIVE NOT LATER THAN 3.00 P.M. ON 11 MAY 2000 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
or that you have lost one or more of your share certificate(s) and/or
other document(s) of title. 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.
If you have lost your share certificate(s) and/or other document(s) of
title, the Form of Acceptance should nevertheless be completed, signed
and RETURNED AS STATED ABOVE SO AS TO ARRIVE NOT LATER THAN 3.00 P.M.
ON 11 MAY 2000 together with any share certificate(s) and/or other
document(s) of title that you have available, accompanied by a
16
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completed Indemnity for Lost Share Certificate Form which is enclosed
with the Form of Acceptance.
15.6 VALIDITY OF ACCEPTANCES
Without prejudice to Appendix I to this document, Total Research
Acquisitions Limited and Charles Street Securities, Inc. reserve the
right, subject to the terms of the Offer and the City Code, to treat as
valid in whole or part any acceptance of the Offer which is not
entirely in order or which is not accompanied by the relevant transfer
to escrow or (as applicable) the relevant share certificate(s) and/or
other document(s) of title. In that event, the consideration payable in
respect of such acceptances under the Offer will not be paid until
after the relevant acceptance has been perfected and 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 Total Research Acquisitions Limited have been received.
16. OVERSEAS SHAREHOLDERS
---------------------
The attention of Romtec Shareholders who are citizens or residents of
jurisdictions outside the UK is drawn to paragraph 7 of Part B of
Appendix I to this document on page 30 to 33 to the relevant provisions
of the Form of Acceptance. The availability of the Offer to such
persons may be affected by the laws of the relevant jurisdictions. The
Offer (including the Loan Note Alternative) is not being made, directly
or indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically
or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and is not capable of acceptance from within
the United States, Canada, Australia or Japan. Accordingly, any
acceptors who are unable to give the warranties set out in paragraph
1(C)(1) of Part C of Appendix I to this document will be deemed not to
have validly accepted the Offer.
OVERSEAS SHAREHOLDERS SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY
APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY DOUBT AS
TO YOUR POSITION YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER IN THE
RELEVANT TERRITORY WITHOUT DELAY.
IF YOU ARE IN ANY DOUBT AS TO THE PROCEDURE FOR ACCEPTANCE, PLEASE
CONTACT PARK CIRCUS REGISTRARS BY TELEPHONE ON 0141 353 2620.
17. SETTLEMENT
----------
Subject to the Offer becoming or being declared unconditional in all
respects, and provided that the Form of Acceptance, share
certificate(s) and/or other document(s) of title are in order, (except
as provided in paragraph 7 of Part B of Appendix I to this document in
respect of certain overseas Romtec Shareholders) settlement of the
consideration to which any Romtec Shareholder is entitled under the
Offer will be effected:
(A) in the case of acceptances of the Offer received, complete in
all respects, by the date on which the Offer becomes or is
declared unconditional in all respects, within 14 days of such
date; or
(B) in the case of acceptances of the Offer received, complete in
all respects, after the date on which the Offer becomes or is
declared unconditional in all respects but while the Offer
remains open for acceptance, within 14 days of such receipt
in the following manner:
(1) Cash
Cheques for any cash consideration due will be
despatched by first-class post (or by such other method
as may be approved by the Panel). All such
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<PAGE>
cash payments will be made in pounds sterling by cheque
drawn on a town branch of a UK clearing bank.
(2) Loan Notes
If a Romtec Shareholder elects for the Loan Note
Alternative, definitive certificates for Loan Notes
will be despatched (but not in or into the United
States, Canada, Australia or Japan) by first-class post
(or by such other method as may be approved by the
Panel).
If the Offer lapses, or does not become or is not declared
unconditional in all respects, the Form of Acceptance, share
certificate(s) and/or other document(s) of title will be returned by
post (or by such other method as may be approved by the Panel) within
14 days of the Offer lapsing to the person or agent whose name and
address outside the United States, Canada, Australia or Japan is set
out in Box 6 of the Form of Acceptance or, if none is set out, to the
first-named holder at his address outside the United States, Canada,
Australia or Japan.
All documents and remittances sent by, to, or from Romtec Shareholders
or their appointed agents will be sent at their own risk.
18. COMPULSORY ACQUISITION AND CANCELLATION OF AIM QUOTATION
--------------------------------------------------------
If Total Research Acquisitions Limited receives acceptances under the
Offer in respect of, or otherwise acquires 90 per cent or more of the
Romtec Shares, Total Research Acquisitions Limited will exercise its
rights pursuant to Sections 428 to 430F of the Companies Act 1985 (as
amended) to acquire compulsorily the remaining Romtec Shares.
Furthermore, once the Offer becomes or is declared unconditional in all
aspects, Romtec will apply for the cancellation of quotation of Romtec
Shares on AIM.
19. FURTHER INFORMATION
-------------------
Your attention is drawn to the further information in the Appendices,
which form part of this document. Appendix I contains further terms and
conditions of the Offer, and Appendix II contains the principal terms
of the Loan Notes.
20. ACTION TO BE TAKEN
------------------
ACCEPTANCES OF THE OFFER SHOULD BE DESPATCHED AS SOON AS POSSIBLE, AND,
IN ANY EVENT, SO AS TO BE RECEIVED BY HAND OR BY POST BY NOT LATER THAN
3.00 P.M. ON 11 MAY 2000.
Yours faithfully
/s/Gerard Mizrahi
Gerard Mizrahi
Authorised Signatory for Charles Street Securities, Inc.
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APPENDIX I: CONDITIONS TO AND FURTHER TERMS OF THE OFFER
PART A: Conditions of the Offer
The Offer which in this Appendix is deemed to include, where relevant,
references to the Loan Note Alternative will comply with the applicable rules
and regulations of the City Code, will be governed by English law and will be
subject to the jurisdiction of the courts of England and to the terms and
conditions set out below and in the Form of Acceptance.
The Offer is subject to the following conditions:
1. valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on 11 May 2000 (or such later time(s)
and/or date(s) as Total Research Acquisitions Limited may, subject to
the rules of the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage in excess of 50% as Total Research
Acquisitions Limited may decide) in nominal value of Romtec Shares to
which the Offer relates. For the purposes of this condition the
expression "Romtec Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act
1985 (as amended);
2. there being no reference made to the Competition Commission in relation
to the Offer or any matter arising from it and if there is such a
reference before 3.00pm on 11 May 2000 or the time and date when the
Offer is declared unconditional, if later, the Offer will lapse (unless
otherwise agreed by the Panel at the request of Total Research
Acquisitions Limited and the Board of Romtec);
3. no other government or governmental, quasi-governmental, supranational,
statutory or regulatory or investigative body, court, or any other body
or person in any jurisdiction (each a "Relevant Authority") having
decided to take, institute, implement or threaten any action,
proceedings, suit, investigation or enquiry, or made, proposed or
enacted any statute, regulation, order or decision, or taken any other
steps which would or might reasonably be expected to:
(a) make the Offer, or its implementation, or the proposed
acquisition of any Romtec Shares by Total Research
Acquisitions Limited or any matter arising therefrom or
relating thereto, void, illegal or unenforceable under the
laws of any relevant jurisdiction or otherwise, directly or
indirectly, restrain, prohibit, restrict or delay the Offer,
its implementation or such proposed acquisition by any member
of the Total Research Group or any matter arising therefrom or
relating thereto or impose additional conditions or
obligations with respect thereto, or otherwise challenge or
interfere therewith in any such case to a materially adverse
extent;
(b) result in a material delay in the ability of any member of the
Total Research Group, or render any member of the Total
Research Group unable, to acquire all or some of the Romtec
Shares or require, prevent or delay a divestiture by any
member of the Total Research Group of any such Shares;
(c) require, prevent or delay the divestiture by Total Research
Acquisitions Limited or any member of the Total Research Group
or by any member of the Romtec Group of all or any material
portion of their respective businesses, assets or properties
or impose any material limitation on the ability of any of
them to conduct all or any material portion of their
respective businesses or own all or any material portion of
their respective assets or properties;
(d) impose any material limitation on the ability of Total
Research Acquisitions Limited or any other member of the Total
Research Group or of the Romtec Group to
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acquire, or to hold or exercise effectively, directly or
indirectly, any rights of ownership in respect of shares or
other securities (or the equivalent) in any member of the
Romtec Group or to exercise management control over Romtec
or any other member of the Romtec Group;
(e) otherwise materially adversely affect the business, profits or
prospects of any member of the Romtec Group;
and all applicable waiting and other time periods during which any
Relevant Authority could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or otherwise intervene having expired, lapsed or been
terminated;
4. all necessary filings and applications in connection with the Offer or
its implementation having been made, all appropriate waiting periods
(including extensions thereof) in respect of the Offer under any
applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated and all authorisations, orders,
consents, licences, and approvals ("Authorisations") deemed necessary
or appropriate for or in respect of the Offer and the proposed
acquisition of any Romtec Shares by Total Research Acquisitions
Limited, or which are necessary for Romtec to carry on its business,
having been obtained in terms and in a form reasonably satisfactory to
Total Research Acquisitions Limited from all appropriate Relevant
Authorities or other bodies with whom any member of the Total Research
Group or the Romtec Group has entered into contractual arrangements
which are material in the context of the Romtec Group taken as a whole
and all such Authorisations remaining in full force and effect at the
time at which the Offer becomes otherwise unconditional and all
appropriate waiting periods (including extensions thereof) under any
applicable legislation and regulations of any jurisdiction having
expired, lapsed or been terminated and there being no intimation or
notice of an intention to revoke or not to renew any of the same
having been received, in each case as may be necessary in connection
with the Offer under the laws or regulations of any jurisdiction and
all necessary statutory or regulatory obligations in connection with
the Offer and its implementation in any relevant jurisdiction having
been complied with;
5. there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the Romtec
Group is a party or by or to which any such member or any of their
assets is or are or may be bound, entitled or subject to any
circumstance which, as a consequence of the making of the Offer or the
acquisition or proposed acquisition by any member of the Total Research
Group of some or all of the share capital in Romtec or because of
change in control or management of Romtec or otherwise, could or might
reasonably result in, to an extent which is material in the context of
the Romtec Group, taken as a whole:
(a) any monies borrowed by or other indebtedness (actual or
contingent) of any member of the Romtec Group which is not
already repayable on demand being or becoming repayable or
being capable of being declared repayable immediately or prior
to the stated maturity date or repayment date or the ability
of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited;
(b) the creation of any mortgage, charge or other security
interest over the whole or any material part of the business,
property or assets of any member of the Romtec Group or any
such security (whenever arising or having arisen) becoming
enforceable;
(c) any such arrangement, agreement, licence, permit, franchise or
instrument, being terminated or adversely modified or
adversely affected or any action being taken or any obligation
arising thereunder;
20
<PAGE>
(d) otherwise than in the ordinary course of business, any assets
or interests of any member of the Romtec Group 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;
(e) the interest or business of any member of the Romtec Group in
or with any person, firm, company or body (or any arrangements
relating to such interest or business) being terminated or
adversely modified or affected;
(f) any member of the Romtec Group ceasing to be able to carry on
business under any name under which it presently does so; or
(g) the value of or the financial or trading position or prospects
of any member of the Romtec Group being prejudiced or
adversely affected;
6. no member of the Romtec Group having since 31 January 2000 other than
as disclosed in the annual report and accounts of Romtec for the year
then ended or as publicly announced by Romtec by delivery to the
Company Announcements Office of the London Stock Exchange prior to the
press announcement of the Offer on 13 April 2000 (such information
being "publicly announced"):
(a) issued, agreed or authorised or proposed the issue of
additional shares of any class, or securities convertible
into, or rights , warrants or options to subscribe for or
acquire, any such shares or convertible securities (save as
between Romtec and its wholly owned subsidiaries and save for
shares issued or options or other subscription rights granted
under the Romtec Executive Share Option Scheme before 13 April
2000 or any shares issued thereafter pursuant to any such
options or other rights);
(b) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
other than to Romtec or a wholly owned subsidiary of Romtec;
(c) to an extent which is material in the context of the Romtec
Group taken as a whole, merged with any body corporate or
acquired or disposed of, or transferred, mortgaged or charged
or created any security interests over, any assets or any
right, title or interest in any asset (including shares and
trade investments), or authorised, proposed or announced any
intention to propose any merger, demerger, acquisition,
disposal, transfer, mortgage, charge or security interest
(other than in the ordinary course of business);
(d) issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability
in each case to an extent which is material in the context of
the Romtec Group, taken as a whole;
(e) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other
securities or redeemed or reduced or made any other change to
any part of its share capital in any case to an extent which
is material in the context of the Romtec Group taken as a
whole;
(f) entered into, or varied, or authorised, proposed or announced
its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, onerous or
unusual nature or magnitude, or which involves or could
involve an obligation of a nature or magnitude which, in any
case, is material in the context of the Romtec Group, taken as
a whole;
21
<PAGE>
(g) implemented, authorised, proposed or announced its intention
to implement or enter into any reconstruction, amalgamation,
commitment, scheme or other transaction or arrangement
otherwise than in the ordinary course of business;
(h) other than as disclosed to any member of the Total Research
Group or its advisers prior to 13 April 2000 entered into or
made an offer (which remains open for acceptance) to enter
into or vary the terms of any service agreement or any other
agreement or arrangement with any directors or senior
executives or any connected person of any of such person
(within the meaning of section 346 of the Companies Act 1985
(as amended));
(i) waived or compromised any claim other than in the ordinary
course of business;
(j) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally, proposed any
voluntary winding up or ceased or threatened to cease carrying
on all or a substantial part of its business;
(k) made or authorised or proposed or announced an intention to
propose any change in its loan capital to an extent which is
material in the context of the Romtec Group, taken as a whole;
(l) entered into any contract, transaction or arrangement which is
or is likely to be restrictive in a material respect on the
business of any member of the Total Research Group or the
Romtec Group;
(m) made any material alteration to its Memorandum or Articles of
Association or other incorporation documents; or
(n) entered into or made an offer (which remains open for
acceptance) to enter into an agreement or commitment or passed
any resolution or announced or made any proposal with respect
to any of the transactions or events referred to in this
paragraph 6;
7. save as publicly announced prior to the announcement of the Offer,
since 31 January 2000 and prior to the date when the Offer would
otherwise become unconditional in all respects:
(a) there having been no adverse change, no Director having ceased
or given notice they are ceasing their employment with Romtec,
and no other circumstance having arisen which would or might
be likely to result in any adverse change, in the business,
assets, financial or trading position or profits or prospects
of any member of the Romtec Group to an extent which is
material in the context of the Romtec Group taken as a whole;
(b) there not having been instituted or remaining outstanding
any litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Romtec
Group is a party (whether as plaintiff or defendant or
otherwise) and no such proceedings having been announced or
threatened in writing against any such member and no
investigation by any government or governmental,
quasi-governmental, supranational, statutory, regulatory or
investigative body, authority or court (including any
anti-trust or merger control authority) against or in
respect of any such member or the business carried on by any
such member having been threatened in writing, announced,
instituted or remaining outstanding by, against or in
respect of any such member, the effect of which is or is
likely to be material in the context of the Romtec Group,
taken as a whole;
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(c) there having been no receiver, administrative receiver or
other encumbrancer appointed over any of the assets of any
member of the Romtec Group or any analogous proceedings or
steps having taken place under the laws of any jurisdiction
and there having been no petition presented for the
administration of any member of the Romtec Group or any
analogous proceedings or steps having taken place under the
laws of any jurisdiction; and
(d) no contingent or other liability having arisen or become
apparent or having been incurred which might reasonably be
expected adversely to affect any member of the Romtec Group to
an extent which is material in the context of the Romtec
Group, taken as a whole;
8. Total Research Acquisitions Limited not having discovered after the
announcement of the Offer and prior to the date when the Offer would
otherwise become unconditional in all respects that:
(a) any financial, business or other information concerning the
Romtec Group publicly disclosed at any time is misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not
misleading to an extent which is material in the context of
the acquisition of Romtec by Total Research Acquisitions
Limited; or
(b) any member of the Romtec Group is subject to any liability,
contingent or otherwise, existing at 31 January 2000, which is
not disclosed or reflected in the audited accounts of Romtec
for the financial year ended on that date and which is
material in the context of the Romtec Group, taken as a whole;
9. Total Research Acquisitions Limited not having discovered after the
announcement of the Offer and prior to the date when the Offer would
otherwise become unconditional in all respects that there is, or is
reasonably expected to be, any liability (whether actual or contingent)
which is material in the context of the Romtec Group, taken as a whole,
to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member
of the Romtec Group under any environmental legislation, regulation,
notice, circular or order of any Relevant Authority or third party or
otherwise.
Total Research Acquisitions Limited reserves the right to waive, in whole or in
part, all or any of conditions 2 to 9 inclusive, provided that it cannot waive
any of them on or before 3 May 2000. If Total Research Acquisitions Limited is
required by the Panel to make an offer for Romtec Shares under the provisions of
Rule 9 of the City Code, Total Research Acquisitions Limited may make such
alterations to the above conditions, including condition 1, as are necessary to
comply with the provisions of that Rule.
Except with the consent of the Panel, the Offer will lapse unless conditions 2
to 9 inclusive of the Offer are fulfilled or, if capable of waiver, waived or,
where appropriate, have been determined by Total Research Acquisitions Limited
to be or to remain satisfied by midnight on whichever is the later of the date
which is 21 days after the first closing date of the Offer and the date upon
which condition 1 is satisfied.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and Total Research Acquisitions Limited, Charles Street Securities Inc. and
holders of Romtec Shares shall thereupon cease to be bound by prior acceptances.
Total Research Acquisitions Limited shall be under no obligation to waive or
treat as fulfilled or satisfied any of the conditions 2 to 9 inclusive, in whole
or in part, by a date earlier than the latest date specified above for
fulfilment or satisfaction thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled or satisfied
and there are at such earlier date no circumstances indicating that any such
conditions may not be capable of fulfilment or satisfaction.
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PART B: Further terms of the Offer
The following further terms apply to the Offer. Unless the context otherwise
requires, in this Appendix I and in the Form of Acceptance references to: (i)
the "Offer" shall include any revision, variation or renewal, thereof or
extension thereto; (ii) the "Offer becoming unconditional" shall include the
Offer being declared unconditional; (iii) the "Offer being unconditional" shall
be construed as references to the Offer becoming or being declared unconditional
as to acceptances in accordance with Paragraph 1 of Part A of this Appendix I,
whether or not any other condition of the Offer remains to be fulfilled; and
(iv) the "acceptance condition" shall mean the condition as to acceptances set
out in Paragraph 1 of Part A of this Appendix I.
1. ACCEPTANCE PERIOD
-----------------
1.1 The Offer will initially be open for acceptance until no later than
3.00 p.m. on 11 May 2000. Although no revision is envisaged, if the
Offer is revised it will remain open for acceptance for a period of at
least 14 days from the date on which written notification of the
revision is despatched to Romtec Shareholders (or such other period as
may be permitted by the Panel). Except with the consent of the Panel,
no such written notification of revision may be made or posted after 5
June 2000 , or, if later, the date falling 14 days prior to the last
date on which the Offer can become unconditional.
1.2 The Offer, whether revised or not, shall not (except with the consent
of the Panel) be capable of becoming unconditional after midnight on 19
June 2000 (or any earlier time and/or date beyond which Total Research
Acquisitions Limited has stated that the Offer will not be extended,
and not, where permitted, withdrawn such statement), nor of being kept
open after that time unless it has previously become unconditional.
However, Total Research Acquisitions Limited reserves the right, with
the permission of the Panel, to extend the time for the Offer to become
unconditional to a later time(s) and/or date(s). Except with the
consent of the Panel, Total Research Acquisitions Limited may not, for
the purpose of determining whether the acceptance condition has been
satisfied, take into account acceptances received or purchases of
Romtec Shares made after 1.00 p.m. on 19 June 2000 (or any earlier
time(s) and/or date(s) beyond which Total Research Acquisitions Limited
has stated that the Offer will not be extended and in respect of which
it has not where permitted, withdrawn that statement) or, if the Offer
is so extended, any such later time(s) and/or date(s) as may be agreed
with the Panel. If the latest time at which the Offer may become
unconditional is extended beyond midnight on 19 June 2000, acceptances
received and purchases made in respect of which the relevant documents
are received by Park Circus Registrars after 1.00 p.m. on the relevant
date may (except where the City Code otherwise permits) only be taken
into account with the agreement of the Panel.
1.3 If the Offer becomes or is declared unconditional, the Offer will
remain open for acceptance for not less than 14 days from the date on
which it would otherwise have expired. If the Offer has become
unconditional and it is stated by or on behalf of Total Research
Acquisitions Limited that the Offer will remain open until further
notice, then not less than 14 days' notice in writing will be given
prior to the closing of the Offer to those Romtec Shareholders who have
not accepted the Offer.
1.4 If a competitive situation arises after Total Research Acquisitions
Limited has given a "no increase" and/or a "no extension" statement in
relation to the Offer, Total Research Acquisitions Limited may (if it
has specifically reserved the right to do so at the time such statement
was made, or otherwise with the consent of the Panel) withdraw such
statement provided that it complies with the requirements of the City
Code and, in particular, that (i) it announces such withdrawal as soon
as possible and in any event within four business days of the
announcement of the competing offer or competitive situation and Romtec
Shareholders are informed in writing thereof (or, in the case of Romtec
Shareholders with registered addresses outside the UK or whom Total
Research Acquisitions Limited knows
24
<PAGE>
to be nominees holding Romtec Shares for such persons, by announcement
in the UK), at the earliest practicable opportunity; and (ii) any
Romtec Shareholders who accepted the Offer after the date of any "no
increase" and/or "no extension" statement are given a right of
withdrawal described in paragraph 3 below.
1.5 Total Research Acquisitions Limited may (if it has reserved the right
to do so at the time a statement is made) choose not to be bound by the
terms of a "no increase" and/or a "no extension" statement, if the
statement would otherwise prevent the posting of an increased or
improved Offer (as to the value or nature of the consideration offered
or otherwise) which is recommended for acceptance by the Board of
Romtec or in any other circumstances permitted by the Panel.
1.6 Unless otherwise determined by the Panel, for the purpose of
determining at any particular time whether or not the acceptance
condition has been satisfied, Total Research Acquisitions Limited shall
not be bound to take into account any Romtec Shares which have been
unconditionally allotted or issued before such determination takes
place, unless Park Circus Registrars on behalf of Total Research
Acquisitions Limited has received written notice of the relevant
details of such allotment or issue (including the price thereof) before
that time. Telex or facsimile transmission will not be sufficient for
this purpose.
2. ANNOUNCEMENTS
-------------
2.1 By 8.30 a.m. on the business day (the "relevant day") following the day
on which the Offer is due to expire or becomes or is declared
unconditional or is revised or extended as the case may be (or such
later time and date as the Panel may agree), Total Research
Acquisitions Limited will make an appropriate announcement and
simultaneously inform the London Stock Exchange of the position. Such
an announcement and notification will also state (unless otherwise
permitted by the Panel) the total number of Romtec Shares and rights
over Romtec Shares (as nearly as practicable):
(A) for which acceptances of the Offer have been received (showing
the extent, if any, to which such acceptances have been
received from persons acting in concert with Total Research
Acquisitions Limited within the meaning of the City Code);
(B) held by or on behalf of Total Research Acquisitions Limited or
any person acting in concert with it (within the meaning of
the City Code) prior to the Offer Period; and
(C) acquired or agreed to be acquired by or on behalf of Total
Research Acquisitions Limited or any person acting in concert
with it (within the meaning of the City Code) during the Offer
Period;
and will specify the percentage of Romtec Shares represented by each of
these figures.
Except with the consent of the Panel, on 19 June 2000 or such other
date beyond which Total Research Acquisitions Limited has stated that
the Offer will not be extended, Total Research Acquisitions Limited
shall make an announcement by 5.00 p.m. that same day as to whether the
Offer is unconditional or has lapsed. Such an announcement will, where
practicable, include the information specified in (A) to (C) above, but
in any event will include such of that information as is then available
to Total Research Acquisitions Limited in the light of acceptances then
counted.
Any decision to extend the time and/or date by which the acceptance
condition has to be fulfilled may be made at any time up to, and will
be announced not later than 8.30 a.m. 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 (unless the Offer is then
unconditional, in which case a statement may instead be made that the
Offer will remain open until further notice). In computing the number
of Romtec Shares represented by acceptances and
25
<PAGE>
purchases, there may at the discretion of Total Research Acquisitions
Limited be included or excluded for announcement purposes, subject to
paragraph 5.13 below, acceptances and purchases which are not complete
in all respects or which are subject to verification, provided that
only acceptances and purchases permitted to be counted towards the
acceptance condition in accordance with paragraph 5.13 or 5.14 of this
Part B shall (unless otherwise agreed by the Panel) be included.
2.2 In this Appendix 1, references to the making of an announcement by or
on behalf of Total Research Acquisitions Limited include the release of
an announcement by public relations consultants or by Charles Street
Securities, Inc. to the press, the delivery by hand or telephone or
telex or facsimile or other electronic transmission of an announcement
to the London Stock Exchange and the delivery of any announcement to
Romtec Shareholders (except those with registered addresses in the
United States, Canada, Australia or Japan). An announcement made
otherwise than to the London Stock Exchange will be notified
simultaneously to the London Stock Exchange.
3. RIGHTS OF WITHDRAWAL
--------------------
3.1 If Total Research Acquisitions Limited, having announced the Offer to
be unconditional, fails to comply by 3.30 p.m. on the relevant day (or
such later time and/or date as the Panel may agree) with any of the
requirements specified in paragraph 2.1 above, an accepting Romtec
Shareholder (other than Russell Nathan) may, (unless the Panel agrees
otherwise) immediately thereafter withdraw his acceptance by written
notice signed by such shareholder and received either by post or by
hand (during normal business hours) by Park Circus Registrars at James
Sellar's House, 3rd Floor, 144 West George Street, Glasgow G2 2HG on
behalf of Total Research Acquisitions Limited. Subject to paragraph 1.2
above, this right of withdrawal may be terminated not less than eight
days after the relevant day by Total Research Acquisitions Limited
confirming, if such is the case, that the Offer is still unconditional
and complying with the requirements specified in paragraph 2.1 above.
If any such confirmation is given, the first period of 14 days referred
to in paragraph 1.3 above will run from the date of such confirmation
and compliance.
3.2 If by 3.00 p.m. on 1 June 2000 or such later time and/or date as the
Panel may agree) the Offer has not become unconditional, an accepting
Romtec Shareholder may withdraw his acceptance at any time thereafter
by written notice received by Park Circus Registrars, at the address
and in the manner referred to in paragraph 3.1 above, on behalf of
Total Research Acquisitions Limited, before the earlier of:
(A) the time when the Offer becomes unconditional; and
(B) the final time for lodgement of acceptances which can be taken
into account in accordance with paragraph 1.2 above.
3.3 If a "no extension" and/or a "no increase" statement has been withdrawn
after a competitive situation has arisen in accordance with paragraph
1.4 above, any Romtec Shareholder who accepts the Offer after such
statement is made may withdraw his acceptance thereafter in the manner
referred to in paragraph 3.1 above, not later than the eighth day after
the date of posting of written notice of withdrawal of such statement
to the Romtec Shareholders.
3.4 Except as provided by this paragraph 3 and paragraph 4 below,
acceptances and elections shall be irrevocable.
3.5 In this paragraph 3 "written notice" (including any letter of
appointment, direction or authority) means notice in writing bearing
the original signature(s) of the relevant accepting Romtec Shareholder
or his agent or attorney duly appointed in writing (evidence of whose
appointment in a form reasonably satisfactory to Total Research
Acquisitions Limited and/or Charles Street Securities, Inc. is produced
with the notice). Telex or
26
<PAGE>
facsimile transmissions or copies will not be sufficient to constitute
written notice. No notice which is postmarked in, or otherwise appears
to Total Research Acquisitions Limited or its agents to have been sent
from, the United States, Canada, Australia or Japan will be treated as
valid.
4. REVISED OFFER
-------------
4.1 Although no such revision is envisaged, if the Offer (in its original
or any previously revised form(s)) is revised in any way (either in its
terms and conditions or in the value or nature of the consideration
offered or otherwise and whether or not the basic terms of the Offer
(in their original or in any previously revised forms) are revised)
which Total Research Acquisitions Limited reserves the right to do and
such revision represents on the date on which such revision is
announced (on such basis as Charles Street Securities, Inc. may
reasonably consider appropriate) an improvement or no diminution in the
value of the consideration of the Offer as so revised compared with the
consideration or terms previously offered, the benefit of the revised
Offer shall, subject to this paragraph 4 and 7 below, be made available
to any Romtec Shareholder who has accepted the Offer in its original or
previously revised form(s) and who has not validly withdrawn such
acceptance (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
paragraph 7, below be treated as an acceptance of the Offer as so
revised and shall also constitute the separate appointment of Total
Research Acquisitions Limited and/or of Charles Street Securities, Inc.
and/or their respective Directors or agents as his agent and/or
attorney with authority to accept any such revised Offer on behalf of
such Previous Acceptor and, if any such revised Offer includes an
alternative form or forms of consideration, to make such elections for
and accept such alternative form or forms of consideration in such
proportions as such agent and/or attorney in his absolute discretion
thinks fit and to execute on behalf of and in the name of such Previous
Acceptor all such further documents (if any) as may be required to give
effect to such elections and/or acceptances. In making any such
election and/or acceptance, such agent and/or attorney shall take into
account the nature of any previous elections and/or acceptances made by
or on behalf of the Previous Acceptor and such other facts or matters
as he may reasonably consider relevant.
4.2 The powers of attorney and authorities conferred by this paragraph 4
and any election for or acceptance of a revised Offer and/or any
election pursuant thereto shall be irrevocable unless and until the
Previous Acceptor becomes entitled to withdraw his acceptance under
paragraph 3 above and duly does so.
4.3 The deemed acceptance referred to in paragraph 4.1 above shall not
apply, and the authorities referred to in such paragraph shall be
ineffective to the extent that a Previous Acceptor shall lodge with
Park Circus Registrars, within 14 days of the posting of the document
pursuant to which the revision of the Offer referred to in paragraph
4.1 above is made available to Romtec Shareholders, (or such later date
as Total Research Acquisitions Limited may determine), a Form of
Acceptance or some other form issued by or on behalf of Total Research
Acquisitions Limited in which he validly elects to receive the
consideration receivable by him under such revised Offer in some other
manner.
4.4 The deemed acceptance referred to in paragraph 4.1 above shall not
apply and the authorities referred to in such paragraph shall not be
exercised if as a result the Previous Acceptor would (on such basis as
Charles Street Securities, Inc. may reasonably consider appropriate)
receive and/or retain less in aggregate in consideration than he would
have received as a result of acceptance of the Offer in the form in
which it was previously accepted by him, having regard to any previous
elections originally made by him, unless such Previous Acceptor has
previously agreed in writing to receive less in aggregate
consideration. The authority conferred by paragraph 4.1 above shall not
be exercised in
27
<PAGE>
respect of any election available under the revised Offer save in
accordance with this paragraph 4.4.
4.5 Total Research Acquisitions Limited and Charles Street Securities, Inc.
reserve the right to treat a valid acceptance of the Offer (in its
original or any previously revised form(s)) which is received or dated
on or after the announcement or issue of the Offer in any revised form,
as a valid acceptance of the revised Offer and/or, where applicable, a
valid election for or acceptance of the alternative forms of
consideration (if any), and such acceptances shall constitute an
authority in the terms of paragraph 4.1 above mutatis mutandis on
behalf of the relevant Romtec Shareholder.
5. GENERAL
-------
5.1 Except with the consent of the Panel, the Offer will lapse unless all
its conditions have been satisfied or (if capable of waiver) waived or,
where appropriate, have been determined by Total Research Acquisitions
Limited to be or remain satisfied, by midnight on 1 June 2000 or by
midnight on the date which is 21 days after the date on which the Offer
becomes unconditional (whichever is the later), or such later date as
Total Research Acquisitions Limited may, with the consent of the Panel,
determine. In such a case the Offer will cease to be capable of
acceptance and Romtec Shareholders and Total Research Acquisitions
Limited and Charles Street Securities, Inc. shall cease to be bound by
prior acceptances.
5.2 The expression "Offer Period" when used in this document means, in
relation to the Offer, the period commencing on 13 April 2000 until
whichever of the following dates shall be the latest:
(A) 3.00 p.m. on 11 May 2000;
(B) the date on which the Offer becomes unconditional; and
(C) the date on which the Offer lapses.
5.3 The Offer will lapse (unless otherwise agreed by the Panel) if, in
relation to the Offer or any matter arising therefrom there is a
referral to the Competition Commission before the later of 3.00pm on 11
May April 2000 and the time and date when the Offer becomes or is
declared unconditional. If the Offer so lapses, it shall cease to be
capable of further acceptance and Total Research Acquisitions Limited
and Charles Street Securities, Inc. and accepting Romtec Shareholders
shall thereupon cease to be bound by Forms of Acceptance delivered
before the time when the Offer so lapses.
5.4 Except with the consent of the Panel, settlement of the consideration
to which any Romtec Shareholder 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 Total Research Acquisitions Limited or Charles Street
Securities, Inc. may otherwise be, or claim to be, entitled as against
such Romtec Shareholder. The consideration will (except with the
consent of the Panel) be posted within 14 days of the later of the date
on which the Offer becomes or is declared unconditional in all respects
or the date of receipt of a valid and complete acceptance. Where the
Romtec Shares concerned are in certificated form, cash consideration
will be settled in pounds sterling by way of cheque drawn on a town
branch of a UK clearing bank.
5.5 The Offer is made at 3 pm on 20 April 2000 and is capable of acceptance
thereafter. Copies of this document, the Form of Acceptance and any
related documents are available from Park Circus Registrars at the
address set out in paragraph 3.1 above from that time. The Offer is
being made by means of this document.
28
<PAGE>
5.6 The terms, provisions, instructions and authorities contained in or
deemed to be incorporated in the Form of Acceptance constitute part of
the terms of the Offer. Words and expressions defined in this document
have the same meanings when used in the Form of Acceptance, unless the
context otherwise requires.
5.7 The Offer, elections made thereunder, all acceptances made thereof or
pursuant thereto, this document and the Form of Acceptance and all
contracts made pursuant thereto and action taken or made or deemed to
be taken or made under any of the foregoing shall be governed by and
construed in accordance with English law.
5.8 Any reference in this document and in the Form of Acceptance to 11 May
2000 shall, except in paragraph 5.2 above and where the context
otherwise requires, be deemed, if the expiry date of the Offer is
extended, to refer to the expiry date of the Offer as so extended.
5.9 Any omission or failure (or decision not) to despatch this document or
the Form of Acceptance or any notice required to be given 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 or create any implication that the
Offer has not been made to any such Romtec Shareholder. Subject to the
provisions of paragraph 7 below, the Offer extends to all Romtec
Shareholders to whom this document, the Form of Acceptance and any
related documents may not be despatched or who may not receive any such
documents, and such persons may collect copies of those documents
during normal business hours from Park Circus Registrars.
5.10 If the Offer does not become unconditional in all respects the relevant
Form(s) of Acceptance and any share certificate(s) will be returned by
Total Research Acquisitions Limited by post (or by such other method as
may be approved by the Panel) within 14 days of the Offer lapsing, at
the risk of the person entitled thereto or to the person or agent whose
name and address, outside the United States, Canada, Australia or
Japan, is set out in the relevant box of the Form of Acceptance or, if
none is set out, to the first-named holder at his registered address
outside the United States, Canada, Australia or Japan. No such
documents will be sent to an address in the United States, Canada,
Australia or Japan.
5.11 All powers of attorney, appointment of agents and authorities on the
terms conferred by or referred to in this Appendix I or in the Form of
Acceptance are given by way of security for the performance of the
obligations of the Romtec Shareholder concerned and are irrevocable in
accordance with s.4 Powers of Attorney Act 1971 except in the
circumstances where the donor of such power of attorney, appointment or
authority is entitled to withdraw his acceptance in accordance with
paragraph 3 above and duly does so.
5.12 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 Total Research Acquisitions Limited.
5.13 Without prejudice to any other provision in this Part B of Appendix I,
Total Research Acquisitions Limited and Charles Street Securities, Inc.
reserve the right to treat acceptances of the Offer as valid if not
entirely in order or not accompanied by the relevant share
certificate(s) or if received by or on behalf of either of them at any
place or places or in any manner determined by either of them otherwise
than as set out in this document or in the Form of Acceptance.
5.14 Notwithstanding the right reserved by Total Research Acquisitions
Limited and Charles Street Securities, Inc. to treat Forms of
Acceptance as valid even though not entirely in order as set out in
paragraph 5.13 above, except as otherwise agreed with the Panel:
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<PAGE>
(A) 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 on Rule 10 of the City Code
are satisfied in respect of it;
(B) a purchase of Romtec Shares by Total Research Acquisitions
Limited or its nominees (or, if Total Research Acquisitions
Limited is required by the Panel to make an offer for Romtec
Shares under the provisions of Rule 9 of the City Code) by a
person acting in concert with Total Research Acquisitions
Limited (or its nominee) will be counted towards fulfilling
the acceptance condition only if the requirements of Note 5
and, if applicable, Note 6 on Rule 10 of the City Code are
satisfied in respect of it; and
(C) the Offer will not become or be declared unconditional until
Park Circus Registrars has issued a certificate to Total
Research Acquisitions Limited or Charles Street Securities,
Inc. which states the number of Romtec Shares in respect of
which acceptances have been received which meet the
requirements of Note 4 on Rule 10 of the City Code and the
number of Romtec Shares otherwise acquired (whether before or
during the Offer Period) which meet the requirements of Note 5
on Rule 10 of the City Code and, in each case, if applicable,
Note 6 on Rule 10 of the City Code. Copies of such a
certificate will be sent to the Panel as soon as possible
after it is issued.
5.15 All communications, notices, certificates, documents of title and
remittances to be delivered by or sent to or from any Romtec
Shareholders will be delivered by or sent to or from them (or their
designated agents) at their own risk.
5.16 Total Research Acquisitions Limited and Charles Street Securities, Inc.
reserve the right to notify any matter (including the making of the
Offer) to all or any Romtec Shareholder(s) with registered addresses
outside the UK or whom Total Research Acquisitions Limited or Charles
Street Securities, Inc. know to be nominees, custodians or trustees for
such persons by announcement or paid advertisement in a daily newspaper
published and circulated in the UK, including an evening paper
circulated in London in which case such notice shall be deemed to have
been sufficiently given notwithstanding any failure by any such Romtec
Shareholders to receive or see such notice and all references in this
document to notice or provision of information in writing (other than
in paragraph 3 above) shall be construed accordingly.
6.17 References in this Appendix I to any statute or statutory provision
shall include a statute or statutory provision which amends,
consolidates or replaces it (whether before or after the date hereof).
6. THE LOAN NOTE ALTERNATIVE
-------------------------
6.1 Romtec Shareholders, other than certain overseas shareholders, who
validly accept the Offer may elect to receive Loan Notes instead of all
or as they may elect, any part of the cash consideration payable under
the Offer on the basis of (pound)1 in nominal amount of Loan Notes for
every (pound)1 in cash consideration. An election for the Loan Note
Alternative can only be made in respect of Romtec Shares for which the
Offer is validly accepted.
6.2 The Loan Note Alternative is conditional on the Offer becoming
unconditional and will remain available for as long as the Offer
remains open for acceptance. The Loan Note Alternative will lapse if
the Offer lapses or expires.
7. OVERSEAS SHAREHOLDERS
---------------------
7.1 The making of the Offer in, or to persons resident in or nationals or
citizens of jurisdictions outside the United Kingdom, or to persons who
are, or were, custodians, nominees of or trustees of, citizens,
residents or nationals of such jurisdictions ("overseas persons") may
30
<PAGE>
be prohibited or affected by the laws of the relevant jurisdiction.
Such persons should inform themselves about and observe any applicable
legal requirements. It is the responsibility of any overseas persons
wishing to accept the Offer (whether or not they elect for the Loan
Note Alternative) to satisfy themselves 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, or the compliance with other necessary
formalities and the payment of any issue, transfer or other taxes due
in such jurisdiction. Each overseas person will be responsible for any
such taxes and duties due in any overseas jurisdiction in respect of
his acceptance of the Offer by whomsoever they are payable and shall
indemnify and hold harmless Total Research Acquisitions Limited,
Charles Street Securities, Inc. and all persons acting on behalf of
either of them in respect of such taxes and duties which they may be
required to pay. In particular, the Loan Notes have not been, and will
not be, registered under the Securities Act 1933 of the United States
or under the securities laws of any state or other jurisdiction of the
United States, Canada, Australia or Japan. Accordingly, unless an
exemption under relevant securities laws is available, the Loan Notes
may not be offered, sold, resold, delivered or distributed, directly or
indirectly, in or into the United States, or to, or for the account or
benefit of, US Persons, or in or into Canada, Australia or Japan, or
into any other jurisdiction where this would not be lawful. Romtec
Shareholders who are citizens or residents of an overseas jurisdiction
other than the United States, Canada, Australia or Japan who elect for
the Loan Note Alternative will only be issued with Loan Notes where
Total Research Acquisitions Limited is satisfied that to do so will not
be unlawful under any relevant securities laws. If Total Research
Acquisitions Limited is not so satisfied, such Romtec Shareholders will
only be entitled to receive the cash consideration under the Offer, and
their elections for the Loan Note Alternative will not be treated as
valid.
7.2 In particular, the Offer is not being made, directly or indirectly in
or into, or by use of the mails of or by any means or instrumentality
(including, without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada, Australia or Japan.
The Offer cannot be accepted by any such use, means, instrumentality or
facility from or within the United States, Canada, Australia or Japan.
Copies of this document and the Form of Acceptance and any related
offering documents are not being and must not be mailed or otherwise
forwarded distributed or sent in, into or from the United States,
Canada, Australia or Japan including, without limitation, to Romtec
Shareholders or participants in Romtec Share Option Schemes with
registered addresses in the United States, Canada, Australia or Japan
or to nominees, custodians or trustees holding Romtec Shares for such
persons. Persons receiving such documents (including, without
limitation, nominees, custodians and trustees) must not distribute or
send them in, into or from the United States, Canada, Australia or
Japan or use the mails of the United States, Canada, Australia or Japan
or any such means, instrumentality or facility for any purpose directly
or indirectly related to acceptance of the Offer and doing so will
render invalid any related purported acceptance of the Offer.
Envelopes containing Forms of Acceptance, evidence of title or other
documents relating to the Offer should not be postmarked in the United
States, Canada, Australia or Japan or otherwise sent from the United
States, Canada, Australia or Japan and all acceptors must provide
addresses outside the United States, Canada, Australia or Japan for the
receipt of the consideration or for the return of the Form of
Acceptance, Romtec share certificates and/or other documents of title
in relation to the Romtec Shares.
7.3 A Romtec Shareholder will, subject to paragraph 7.5 below, be deemed
not to have validly accepted the Offer if:
(A) he puts "No" in Box 5 of the Form of Acceptance and thereby
does not give the representation and warranty set out in
paragraph 1(C)(1) of Part C of this Appendix I to the effect
that he has not received or sent copies of this document, the
Form of
31
<PAGE>
Acceptance or any related offering documents in, into or from
the United States, Canada, Australia or Japan and has not
otherwise utilised in connection with the Offer, directly or
indirectly, the use of mails of, or any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or foreign
commerce of, or any facility of a national securities exchange
of, the United States, Canada, Australia or Japan;
(B) having completed Box 4 of the Form of Acceptance with a
registered address in the United States, Canada, Australia or
Japan he does not insert in Box 6 of the Form of Acceptance
the name and address of a person or agent outside the United
States, Canada, Australia or Japan to whom he wishes the
consideration to which he is entitled under the Offer to be
sent;
(C) he inserts in Box 6 of the Form of Acceptance the name and
address of a person or agent in the United States, Canada,
Australia or Japan to whom he wishes the consideration to
which he is entitled under the Offer to be sent; or
(D) in any case, the Form of Acceptance received from him is
received in an envelope postmarked in, or which otherwise
appears to Total Research Acquisitions Limited or its agents
to have been sent from, the United States, Canada, Australia
or Japan.
Total Research Acquisitions Limited reserves the right, in its sole
discretion, to investigate, in relation to any acceptance whether the
representation and warranty set out in paragraph 1(C)(1) of Part C of
this Appendix I could have been truthfully given by the relevant Romtec
Shareholder and, if Total Research Acquisitions Limited cannot satisfy
itself that such representation and warranty was true and correct, such
acceptance shall not be valid.
7.4 If, in connection with the making of the Offer, notwithstanding the
restrictions described above, any person (including without limitation,
nominees, custodians or trustees), whether pursuant to a contractual or
legal obligation or otherwise, sends, forwards or otherwise distributes
this document, the relevant Form of Acceptance or any related offering
documents, in, into or from the United States, Canada, Australia or
Japan or uses the mails of, or any means or instrumentality (including,
without limitation, facsimile transmission, telex and telephone) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada, Australia or Japan
in connection with such action, such person should:
(A) inform the recipient of such fact;
(B) explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and
(C) draw the attention of the recipient to this paragraph 7.
7.5 Notwithstanding the restrictions described above, Total Research
Acquisitions Limited will retain the right to permit the Offer to be
accepted if in its sole discretion, it is satisfied that the
transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restriction in question.
7.6 Notwithstanding the foregoing, the provisions of this paragraph 7
and/or any other terms of the Offer relating to overseas shareholders
may be waived, varied or modified as regards specific Romtec
Shareholders or on a general basis by Total Research Acquisitions
Limited in its absolute discretion.
7.7 References in this paragraph 7 to a Romtec Shareholder include
references to the person or persons executing a Form of Acceptance and,
in the event of more than one person
32
<PAGE>
executing the Form of Acceptance, the provisions of this paragraph 7
shall apply to them jointly and severally. Subject as aforesaid the
provisions of this paragraph 7 supersede any terms of the Offer which
are inconsistent herewith. Total Research Acquisitions Limited
reserves the right to treat any acceptance of the Offer as invalid and
to reject any election for the Loan Note Alternative made or purported
to be made in any manner contrary to this paragraph 7 where such
acceptance or election would, in the opinion of Total Research
Acquisitions Limited, constitute a breach of the laws of the relevant
jurisdiction.
7.8 Neither Total Research Acquisitions Limited nor Charles Street
Securities, Inc. nor any agent or director of Total Research
Acquisitions Limited nor any person acting on behalf of any of them
shall have any liability to any person for any loss or alleged loss
arising from any decision as to the treatment of the Offer on any of
the bases set out above or otherwise in connection therewith.
OVERSEAS SHAREHOLDERS SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY
APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY DOUBT
ABOUT YOUR POSITION YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER IN THE
RELEVANT TERRITORY.
33
<PAGE>
PART C: Form of Acceptance
1. Each Romtec Shareholder by whom, or on whose behalf, the Form of
Acceptance is executed and received by Park Circus Registrars or by or
on behalf of Total Research Acquisitions Limited or Charles Street
Securities, Inc., irrevocably undertakes, represents, warrants and
agrees to and with Total Research Acquisitions Limited, Charles Street
Securities, Inc. and Park Circus Registrars (in its capacity as escrow
agent) so as to bind him and his personal representatives, heirs,
successors and assigns to the effect that:
(A) the execution of the Form of Acceptance whether or not any boxes
are completed shall constitute:
(1) subject to paragraph 7 of Part B of this Appendix I,
an acceptance of the Offer in respect of the number
of Romtec Shares inserted or deemed to be inserted in
Box 1 of the Form of Acceptance and if no number of
Romtec Shares is inserted in Box 1, or a number
greater than the relevant Romtec Shareholder's
holding of Romtec Shares is there inserted, there
shall be deemed to have been inserted in Box 1 the
greater of:
(a) the relevant Romtec Shareholder's entire
holding of Romtec Shares as disclosed by the
register of members made available to Park
Circus Registrars prior to the time the
relevant Form of Acceptance is processed by
them; and
(b) the relevant Romtec Shareholder's entire
holding of Romtec Shares as disclosed by the
register of members made available to Park
Circus Registrars prior to the latest time
for receipt of the Form of Acceptance which
can be taken into account in determining
whether the Offer is unconditional;
(2) subject to paragraph 7 of Part B of this Appendix I,
an election for the Loan Note Alternative in respect
of the number of Romtec Shares inserted or deemed to
be inserted in Box 2 of the Form of Acceptance and if
a greater number of Romtec Shares is inserted in Box
2 than is inserted, or deemed to be inserted, in Box
1, there shall be deemed to have been inserted in Box
2 the number of Romtec Shares inserted or deemed to
have been inserted in Box 1;
(3) an undertaking to execute any further documents and
give any further assurances which may be required to
enable Total Research Acquisitions Limited to obtain
the full benefit of the terms of this Part C and/or
perfect any authorities expressed to be given
thereunder; and
(4) a representation and warranty that he is the
beneficial owner of the number of Romtec Shares
inserted or deemed to be inserted in Box 1 of the
Form of Acceptance or, if he is not, that he is
irrevocably and unconditionally entitled to transfer
such Romtec Shares and the entire beneficial interest
therein will be acquired under the Offer with full
title guarantee;
on and subject to the terms and conditions set out or referred
to in this document and the Form of Acceptance and that,
subject to paragraph 3 and paragraph 4 of Part B of this
Appendix I, such acceptance and/or election shall be
irrevocable;
(B) the Romtec Shares in respect of which the Offer is accepted or
deemed to be accepted are sold fully paid with full title
guarantee and free from all liens, equitable interests,
charges, encumbrances pre-emption rights and other interests
and rights of whatsoever nature and together with all rights
now or hereafter attaching thereto (including the right to
receive all dividends and other distributions) declared, made
34
<PAGE>
or paid after 13 April 2000 save that a Romtec Shareholder on
the register at the close of business on 02 May 2000 will be
entitled to receive the interim dividend of 2.0p (net) per
Romtec Share declared by the Romtec board in respect of the
year ended on 31 January 2000;
(C)
(1) unless "No" is put in Box 5 of the Form of
Acceptance, such shareholder has not received or sent
copies or originals of this document, the Form of
Acceptance or any related offering documents in, into
or from the United States, Canada, Australia or Japan
and has not otherwise utilised in connection with the
Offer, directly or indirectly, the use of mails of,
or any means or instrumentality (including, without
limitation, facsimile transmission, telex and
telephone) of interstate or foreign commerce of, or
any facility of a national securities exchange of,
the United States, Canada, Australia or Japan and was
outside the United States, Canada, Australia and
Japan when the Form of Acceptance was sent and at the
time of accepting the Offer; and is not an agent or
fiduciary acting on a non-discretionary basis for a
principal, unless such agent or fiduciary is an
authorised employee of such principal or such
principal has given all instructions with respect to
the Offer from outside the United States, Canada,
Australia and Japan and if such Romtec Shareholder
has made an election of the Loan Note Alternative,
such Shareholder is not a person in, or resident in
Japan, Australia, Canada or the United States or a US
Person, does not hold any Romtec Shares in respect of
which he has elected for the Loan Note Alternative on
behalf of any such person and is not acting on behalf
of any such person and that he will not, directly or
indirectly, hold or acquire such Loan Notes to or for
the account or benefit of any such person or with a
view to the offer, sale or delivery, directly or
indirectly, of any Loan Notes in or into the United
States, Canada, Australia or Japan or to any such
person;
(2) if such accepting Romtec Shareholder is not resident
in the UK he has observed the laws of all relevant
territories, obtained any requisite governmental or
other consents, complied with all requisite
formalities and paid any issue, transfer or other
taxes due from him, in connection with such
acceptance, in any territory and that he has not
taken or omitted to take any action which will or may
result in Total Research Acquisitions Limited,
Charles Street Securities, Inc. or any other person
acting in breach of the legal or regulatory
requirements of any territory in connection with the
Offer or his acceptance thereof;
(D) the execution of the Form of Acceptance constitutes, subject
to the Offer becoming unconditional in all respects in
accordance with its terms and to the relevant accepting
Romtec Shareholder not having validly withdrawn his
acceptance, the irrevocable separate appointment of each of
Total Research Acquisitions Limited and/or of Charles Street
Securities, Inc. and/or any of their respective Directors or
agents as such Romtec Shareholder's agent and/or attorney
and an irrevocable instruction and authorisation to the
agent and/or attorney to complete and execute all or any
form(s) of transfer and/or other document(s) whatsoever at
the agent and/or attorney's discretion in relation to Romtec
Shares referred to in paragraph 1(A) above in respect of
which an accepting Romtec Shareholder has not validly
withdrawn his acceptance (the "Acceptance Shares") in favour
of Total Research Acquisitions Limited or such other
person(s) as Total Research Acquisitions Limited may direct
and to deliver such form(s) of transfer and/or other
document(s) at the discretion of the agent and/or attorney
together with the share certificate(s) and/or other
document(s) of title relating to such Acceptance Shares, for
registration within six months of the Offer becoming
unconditional in all respects
35
<PAGE>
and to execute all such other documents and do all such
other acts and things as may, in the opinion of such agent
and/or attorney, be necessary or expedient for the purposes
of, or in connection with, the acceptance of the Offer and
to vest in Total Research Acquisitions Limited or its
nominee(s) the Acceptance Shares;
(E) the execution of the Form of Acceptance and its delivery to
Park Circus Registrars constitutes, subject to the Offer
becoming unconditional in all respects in accordance with its
terms and to an accepting Romtec Shareholder not having
validly withdrawn his acceptance, an irrevocable authority and
request:
(1) subject to the provisions of paragraph 7 of Part B of
this Appendix I to Romtec or its agents to procure
registration of the transfer of the Acceptance Shares
pursuant to the Offer and the delivery of the share
certificate(s) and/or other document(s) of title in
respect thereof to Total Research Acquisitions
Limited or as it may direct;
(2) subject to the provisions of paragraph 7 of Part B of
this Appendix I to Total Research Acquisitions
Limited or its agents to procure the despatch by post
(or such other method as may be approved by the
Panel) of a cheque for any cash to which such Romtec
Shareholder is entitled at the risk of such holder,
to the person whose name and address (outside the
United States, Canada, Australia and Japan) is set
out in Box 6 of the Form of Acceptance or, if none is
set out, to the first-named holder set out in Box 4
of the Form of Acceptance with an address outside the
United States, Canada, Australia or Japan;
(3) to Total Research Acquisitions Limited or its agents
to procure that such Romtec Shareholder's name is
entered on the register of Total Research
Acquisitions Limited in respect of the Loan Notes (if
any) to which such Romtec Shareholder becomes
entitled under the Offer and to procure the despatch
by post of the documents of title for the nominal
amounts of such Loan Notes at the risk of such Romtec
Shareholder to the person whose name and address is
set out in Box 6 of the Form of Acceptance or, if
none is set out, to the first-named holder set out in
Box 4 of the Form of Acceptance with an address
outside the United States, Canada, Australia and
Japan; and
(4) to Total Research Acquisitions Limited or its agents
to record and act upon, in relation to the Loan Notes
to which such Romtec Shareholder becomes entitled
under the Offer, any instructions with regard to
payments or notices which have been recorded in the
records of Romtec in respect of such Romtec
Shareholder's holding(s) of Romtec Shares;
(F) the execution of the Form of Acceptance constitutes a separate
authority to any Director of Total Research Acquisitions
Limited and/or any Director of Charles Street Securities, Inc.
and/or their respective agents within the terms of paragraph 4
of Part B of this Appendix I in respect of the Acceptance
Shares and an authority to such person or persons to execute
any further documents and give any further assurance which may
be required in connection with the foregoing;
(G) after the Offer becomes unconditional (or if the Offer would
become unconditional in all respects or lapse immediately upon
the outcome of the resolution in question) and in such other
circumstances as Total Research Acquisitions Limited may
request and the Panel may permit and pending registration:
(1) Total Research Acquisitions Limited or its agents
shall be entitled to direct the exercise of any votes
attaching to any Romtec Share in respect of which the
Offer has been accepted or is deemed to have been
accepted and such acceptance has not been validly
withdrawn and any and all other rights and
36
<PAGE>
privileges attaching to such Acceptance Shares,
including the right to requisition the convening
of a general meeting or separate class meeting of
Romtec;
(2) Romtec be authorised by the holder of Acceptance
Shares to send any notice, circular, warrant,
document or other communication which may be required
to be sent to him as a Romtec Shareholder including
any share certificate or other document(s) of title
issued to Total Research Acquisitions Limited at its
registered office;
(3) Total Research Acquisitions Limited or its agents
irrevocably be authorised by such holder of
Acceptance Shares to sign any documents and do such
things as may in the opinion of the agent or attorney
seem necessary or desirable in connection with the
exercise of such votes or other privileges including
without limitation, any consent to short notice of a
general meeting or separate class meeting on his
behalf and/or execute a form of proxy or, where
appropriate, any appointment pursuant to section 375
of the Companies Act 1985 (as amended) in respect of
such Acceptance Shares appointing any person
determined by Total Research Acquisitions Limited to
attend general meetings and separate class meetings
of Romtec or its members or any of them (and any
adjournment thereof) and to exercise the votes
attaching to such Acceptance Shares on his behalf,
where relevant such votes to be cast so far as
possible to satisfy any outstanding condition of the
Offer; and
(4) will also constitute the agreement of such Romtec
Shareholder not to exercise any of such rights
without the consent of Total Research Acquisitions
Limited and the irrevocable undertaking of such
Romtec Shareholder not to appoint a proxy or
corporate representative for or to attend general
meetings or separate class meetings of Romtec;
but the authorities conferred by this paragraph (G) shall
cease to be valid if the acceptance is withdrawn in accordance
with paragraph 3 of Part B of this Appendix 1;
(H) the terms and conditions of this Offer shall be deemed to be
incorporated in, and form part of, the Form of Acceptance,
which shall be read and construed accordingly;
(I) if he accepts the Offer and does not validly withdraw such
acceptance, he shall do all such acts and things as in the
opinion of Total Research Acquisitions Limited shall be
necessary or expedient to vest in Total Research Acquisitions
Limited or its nominee(s) the Acceptance Shares; and all such
acts and things as may be necessary or expedient to enable
Park Circus Registrars to perform its functions as escrow
agent for the purposes of the Offer;
(J) he agrees to ratify each and every act or thing which may
lawfully be done or effected by Total Research Acquisitions
Limited or by Charles Street Securities, Inc. or by Park
Circus Registrars or their respective Directors, agents or
attorneys or by Romtec or its agents, as the case may be, in
the proper exercise of any of his powers and/or authorities
hereunder (and to indemnify each such person against any
losses arising therefrom);
(K) if any provision of this Part C shall be unenforceable or
invalid or shall not operate so as to afford Total Research
Acquisitions Limited and Charles Street Securities, Inc. or
Park Circus Registrars and/or their respective Directors or
agents the full benefit of the authorities and powers of
attorney expressed to be given in this Appendix I, he shall
with all practicable speed do all such acts and things and
37
<PAGE>
execute all such documents as may be required to enable Total
Research Acquisitions Limited and/or Charles Street
Securities, Inc. or Park Circus Registrars and/or any of their
respective Directors or agents to secure the full benefits of
such authorities and powers of attorney; and
(L) the execution of the Form of Acceptance constitutes his
submission, in relation to all matters arising out of the
Offer and the Form of Acceptance, to the jurisdiction of the
courts of England and his agreement that nothing shall limit
the right of Total Research Acquisitions Limited and/or
Charles Street Securities, Inc. and/or any of their respective
Directors or agents to bring any action, suit or proceeding
arising out of or in connection with the Offer and the Form of
Acceptance in any other manner permitted by law or any court
of competent jurisdiction.
2. References in this Part C to a Romtec Shareholder shall include
references to the person or persons executing a Form of Acceptance and,
in the event of more than one person executing a Form of Acceptance,
the provisions of this Part C shall apply to them jointly and
severally. On execution the Form of Acceptance shall take effect as a
deed.
38
<PAGE>
APPENDIX II: PRINCIPAL TERMS OF THE LOAN NOTES
The Loan Notes will be constituted by a loan note instrument (the "Loan Note
Instrument") executed by Total Research Acquisitions Limited, and Total Research
Corporation which will contain provisions, inter alia, to the following effect:
1. FORM AND STATUS AND GUARANTEE
-----------------------------
1.1 The Loan Notes will be issued in amounts and integral multiples of
(pound)1 nominal and will constitute unsecured obligations of Total
Research Acquisitions Limited but will be guaranteed by Total Research
Corporation as its unsecured obligation. The Loan Note Instrument does
not contain any restrictions on borrowing, charging or disposal of
assets.
2. INTEREST
--------
2.1 Interest (less any applicable tax) will be payable on the principal
amount of the Loan Notes from the date of issue to the date of
redemption at an annual rate equal to 12 month LIBOR on sterling
deposits of (pound)1,000,000.
2.2 To the extent that tax is deducted from any interest, neither Total
Research Acquisitions, nor the Guarantor nor any substituted entity
shall increase its payments to the Noteholders.
2.3 Interest shall accrue from day to day and shall be calculated on the
basis of a 365 day year.
3. REDEMPTION
----------
3.1 All Loan Notes will be redeemed for cash at par in sterling on 10 April
2001 (or at the written request of the applicable holder before that
date, on 10 October 2001) together with accrued interest (less any
applicable tax) up to (but excluding) the applicable redemption date.
3.2 On the occurrence of any of a number of standard events of default each
Noteholder shall be entitled, by a notice addressed to Total Research
Acquisitions Limited, to require all or part (being (pound)100 nominal
amount or any integral multiple thereof) of the Loan Notes held by him
to be immediately repaid at par in sterling, together with accrued
interest (subject to any requirement to deduct income tax therefrom).
3.3 If, at any time, the nominal amount of all Loan Notes outstanding is 25
per cent or less of the total nominal amount of Loan Notes which have
been issued up to that time, or is less than (pound)10,000, Total
Research Acquisitions Limited shall have the right on giving to the
remaining Noteholders not less than 30 days' notice in writing expiring
on or after the date which is six months and one day after the date of
issue of the relevant Loan Notes to redeem at par in sterling all (but
not some only) of the outstanding Loan Notes by payment of the nominal
amount thereof together with accrued interest (subject to any
requirement to deduct income tax therefrom) up to (but excluding) the
date of redemption.
3.4 Total Research Acquisitions Limited may also, on the death or
bankruptcy of a Noteholder, redeem at par in sterling all (but not some
only) of the Loan Notes held by such Noteholder (whether alone or
jointly with other persons) on the terms set out in paragraph 3.3 by
giving not less than 30 days notice to the personal representatives of
a deceased Noteholder or to the trustee in bankruptcy or the Noteholder
himself in the case of a bankrupt Noteholder expiring at any time after
the first anniversary of the date of the death or the making of the
bankruptcy order.
39
<PAGE>
4. PURCHASE AND CANCELLATION
-------------------------
4.1 Total Research Acquisitions Limited may at any time purchase any Loan
Notes at any price by tender or by private treaty at any price. All
Loan Notes so purchased, or redeemed under paragraph 3, will be
cancelled and shall not be available for reissue.
5. MODIFICATION
------------
5.1 The provisions of the Loan Note Instrument and the rights of the
holders will be subject to modification, abrogation or compromise with
the sanction of an extraordinary resolution of the holders of the Loan
Notes as provided in the Loan Note Instrument and the consent of Total
Research Acquisitions Limited.
6. REGISTRATION, TRANSFER AND MARKETABILITY
----------------------------------------
6.1 The Loan Notes will be evidenced by certificates, will be in registered
form and will not be transferable (save in the case of death or
bankruptcy of the Noteholder or by operation of the law). No
application has been made or is intended to be made to any stock
exchange for the Loan Notes to be listed or otherwise publicly traded.
6.2 The Loan Notes will not be available to Romtec Shareholders in the
United States, Canada, Australia or Japan.
6.3 The Loan Notes have not been, and will not be, registered under the
Securities Act 1933 of the United States or under the securities laws
of any state or other jurisdiction of the United States, Canada,
Australia or Japan. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold,
resold, delivered or distributed, directly or indirectly, in or into
the United States, or to, or for the account or benefit of, US Persons,
or in or into Canada, Australia or Japan, or into any other
jurisdiction where this would not be lawful. Romtec Shareholders who
are citizens or residents of an overseas jurisdiction other than the
United States, Canada, Australia or Japan who elect for the Loan Note
Alternative will only be issued with Loan Notes where Total Research
Acquisitions Limited is satisfied that to do so will not be unlawful
under any relevant securities laws. If Total Research Acquisitions
Limited is not so satisfied, such Romtec Shareholders will only be
entitled to receive the cash consideration under the Offer, and their
elections for the Loan Note Alternative will not be treated as valid.
7. RIGHT TO ADDITIONAL LOAN NOTES
------------------------------
Each registered holder of Loan Note(s) ("Noteholder") shall have the
right to acquire (by subscription at par of a nominal amount not
exceeding the nominal amount of such Noteholder's holding of Loan Notes
then remaining outstanding, such amount to be payable in full on
subscription) additional loan notes to be issued by a United Kingdom
subsidiary of the Guarantor other than the Company ("Additional Notes")
on terms and conditions substantially the same as those applicable to
the Loan Notes, except as follows:
(A) the rate of interest on the Additional Notes shall be one per
cent below the rate per annum referred to in paragraph 2.1;
(B) the Additional Notes shall not carry any right to acquire
additional securities; and
(C) the Additional Notes shall not be guaranteed.
8. GOVERNING LAW
-------------
The Loan Notes and the Loan Note Instrument shall be governed by and
construed in accordance with English law.
40
<PAGE>
APPENDIX III: INFORMATION ON TOTAL RESEARCH ACQUISITIONS LIMITED AND TOTAL
RESEARCH CORPORATION
1. TOTAL RESEARCH ACQUISITIONS LIMITED
-----------------------------------
Total Research Acquisitions Limited is a newly-incorporated company which has
been formed for the purposes of the Offer. To date, Total Research Acquisitions
Limited has engaged in no activities other than those incidental to its
organisation and the making of the Offer.
(a) Directors and secretary
(i) The directors of Total Research Acquisitions Limited are:
David Brodsky
Al Angrisani
Howard L. Shecter
(ii) The secretary of Total Research Acquisitions Limited is Gareth
Davies.
(b) Incorporation
Total Research Acquisitions Limited was incorporated in England and
Wales as a private limited company under the name Total Research
Acquisitions Limited on 16 March 2000. The registered office of Total
Research Acquisitions Limited is Watermans Park, 40-52 High Street,
Brentford, Middlesex, TW8 OBB and its registered number is 3953021.
(c) Share capital
The authorised share capital of Total Research Acquisitions Limited as
at the date of posting of this document is (pound)1,000 divided into
1000 ordinary shares of (pound)1 each. All of the issued ordinary
shares are held by Total Research Holdings Limited, a direct
wholly-owned subsidiary of Total Research Corporation.
(d) Financial Information and activities
Total Research Acquisitions Limited has not traded since the date of
its incorporation nor entered into any obligations other than in
connection with the Offer.
2. TOTAL RESEARCH CORPORATION
--------------------------
(a) Directors and secretary
(i) The directors of Total Research Corporation are:
David Brodsky, Chairman
Al Angrisani, President and Chief Executive Officer
Howard L. Shecter, Vice Chairman
Lorin Zissman, Chairman Emeritus
George Lindemann, Non-executive
J. Edward Shrawder, Non-executive
John Freeman, Non-executive
(ii) The secretary of Total Research Corporation is Jane Giles.
(b) Share capital
41
<PAGE>
The authorised common share capital of Total Research Corporation at
the date of this document is 50 million units of common stock of $0.001
par value each, of which 12,397,462 are issued and outstanding.
(c) Company details
The registered office of Total Research Corporation is at 5
Independence Way, Princeton, NJ 08543, USA.
3. FINANCIAL INFORMATION
---------------------
The financial information for the three years ended 30 June 1999 relating to
Total Research Corporation contained in this section of the document has been
extracted from the audited financial statements of Total Research Corporation
for each of these years contained in its Annual Report on Form 10-K (the "Form
10-K") filed with the United States Securities and Exchange Commission ("SEC")
under the U.S. Securities Exchange Act of 1934 as amended (the "Exchange Act").
The financial information for the six months ended 31 December 1999 has been
extracted from the unaudited financial statements of Total Research Corporation
for that period contained in its Quarterly Reports on Forms 10-Q for the two
quarters ended 30 September 1999 and 31 December 1999, (the "Forms 10-Q") filed
with the SEC under the Exchange Act. Total Research Corporation accounting
policies conform to US GAAP. There are no known material changes in the
financial or trading position of Total Research Corporation subsequent to the
last published audited accounts.
4. PROFIT INFORMATION FOR THE LAST THREE YEARS ENDED 30 JUNE 1999 AND THE
PERIOD ENDED 31 DECEMBER 1999
-----------------------------
<TABLE>
<CAPTION>
6mths to Year to Year to Year to
Dec-1999 June 1999 June 1998 June 1997
$ $ $ $
<S> <C> <C> <C> <C>
Turnover 25,903,242 41,561,835 34,057,084 29,443,302
Net Profit 2,049,810 3,220,557 1,885,267 1,128,150
Tax (778,793) (1,244,820) (760,450) (489,955)
Profit after tax 1,271,017 1,975,737 1,124,817 638,195
Dividend 0 0 0 0
Basic Earnings per Share 0.11 0.17 0.11 0.06
Diluted Earnings per share 0.10 0.16 0.10 0.06
</TABLE>
42
<PAGE>
5. DETAILS OF ASSETS AND LIABILITIES AS AT 30 JUNE 1998
AND 30 JUNE 1999
----------------
<TABLE>
<CAPTION>
ASSETS Year to Year to
June 1999 June 1998
CURRENT ASSETS $ $
<S> <C> <C>
Cash and cash equivalents 5,203,383 2,097,347
Accounts receivable, less allowance for doubtful accounts of $110,000 at June 7,068,199 6,451,545
30, 1999 and June 30, 1998
Cost and estimated earnings in excess of billings on uncompleted 3,248,270 1,201,265
Contracts
Deferred taxes 330,000 243,000
Prepaid expenses and other current assets 585,262 715,376
------------------- ----------------
Total current assets 16,435,114 10,708,533
FIXED ASSETS, less accumulated depreciation of $4,553,729 and $3,923,493, 2,609,152 2,110,914
respectively
Goodwill, net of accumulated amortisation of $379,181 and $301,337, respectively 1,644,696 1,722,540
Deferred Taxes 264,000 361,100
OTHER ASSETS 763,767 566,071
=================== ================
21,716,729 15,469,158
=================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Revolving line of credit 282,027 -
Accounts payable 4,038,566 3,385,709
Accrued expenses and other current liabilities 3,512,938 2,834,060
Billings in excess of costs and estimated earnings 3,373,665 3,394,545
Income taxes payable 714,059 293,171
------------------- ----------------
Total current liabilities 11,921,255 9,907,485
OTHER LONG-TERM LIABILITIES 716,605 484,207
------------------- ----------------
12,637,860 10,391,692
STOCKHOLDERS' EQUITY
Common stock authorised 20,000,000 shares $0.001 par value, 11,761,608 shares
issued at June 30, 1999 and 10,476,108 shares issued
at June 30, 1998 11,762 10,476
Additional paid-in capital 6,627,782 4,172,904
Retained earnings 3,134,938 1,159,201
Accumulated other comprehensive income (35,925) 22,602
------------------- ----------------
9,738,557 5,365,183
Less: Treasury Stock, at cost (659,688) (287,717)
------------------- ----------------
Total Stockholders' equity 9,078,869 5,077,466
=================== ================
Total liabilities and stockholders' equity 21,716,729 15,469,158
=================== ================
</TABLE>
43
<PAGE>
6. Cash flow statement for the years ended 30th June 1998 and 1999
---------------------------------------------------------------
<TABLE>
<CAPTION>
Year to Year to
June 1999 June 1998
CASH FLOWS FROM OPERATING ACTIVITIES $ $
<S> <C> <C>
Net income 1,975,737 1,124,817
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation 776,371 588,937
Amortisation 343,250 237,844
Deferred tax benefit 10,100 (93,320)
Changes in operating assets and liabilities
Accounts receivable (616,654) (1,349,949)
Cost and estimated earnings in excess of billing on uncompleted (2,047,005) 39,587
contracts
Prepaid expenses and other current assets 130,114 (147,591)
Other assets (463,103) 5,845
Accounts payable 652,857 1,279,154
Accrued expenses and other current liabilities 678,878 187,830
Billings in excess of costs and estimated earnings (20,880) (492,827)
Income taxes payable 420,888 126,697
Other long-term liabilities 232,398 205,189
================== ================
Net cash provided by operating activities 2,072,951 1,712,213
================== ================
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment and lease improvements (1,274,609) (383,221)
================== ================
Net cash used in investing activities (1,274,609) (383,221)
================== ================
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in revolver 282,027 (214,575)
Proceeds from issuance of common stock 2,084,194 309,073
------------------ ----------------
Net cash provided by (used in) financing activities 2,366,221 94,498
Effect of foreign exchange rate changes on cash (58,527) (4,493)
================== ================
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,106,036 1,418,997
================== ================
Cash and cash equivalents - beginning of year 2,097,347 678,350
Cash and cash equivalents - end of year 5,203,383 2,097,347
Supplemental disclosures of cash flow information
Income taxes paid 493,310 54,750
Interest paid 43,789 17,759
Supplemental disclosure of non-cash financing activity (treasury stock)
Exchange of common stock as payment for exercised stock options 371,971 287,717
</TABLE>
44
<PAGE>
7. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
(a) REVENUE RECOGNITION
Total Research Corporation (the "Company") employs the percentage of completion
method of accounting to report its revenues on its single-client studies, while
on multi-client studies it recognises revenues when the results are delivered to
its clients. Clients are generally billed in accordance with the terms of the
applicable contracts, which are not necessarily indicative of the stage of
completion of the project.
For single-client studies, the stage of completion and earned revenues are
determined for each project for the applicable period. The amount by which the
work completed exceeds billings to clients is carried as a current asset on the
Company's balance sheet and is shown as "costs and estimated earnings in excess
of billings" on uncompleted contracts. Where billings exceed work completed, the
amounts are carried on the Company's balance sheet as a current liability and
are shown as "billings in excess of costs and estimated earnings.
(b) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiary, Total Research Limited, after elimination of material
intercompany accounts and transactions.
(c) USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
Actual results could differ from those estimates.
(d) CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, cash equivalents include
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.
(e) FIXED ASSETS
Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets: three years
for transportation equipment and five to ten years for office equipment and
furnishings. Leasehold improvements are amortised over the shorter of the
economic lives or the underlying lease term. Repairs and maintenance, which do
not extend the useful lives of the related assets, are expensed as incurred.
(f) DEFERRED RENT
The excess of lease payments on a straight-line basis over the actual monthly
payments is recorded as deferred rent, which will reverse in future periods.
Included in other long-term liabilities is deferred rent of approximately
$484,000 and $309,000 as of June 30, 1999 and 1998, respectively.
(g) GOODWILL
Goodwill has been recorded in relation to the excess of the purchase price over
the fair values of the identified assets acquired. The Company amortises
goodwill over 25 years. The carrying value of goodwill is evaluated periodically
in relation to the operating performance and future undiscounted net cash flows
of the underlying business. Investment adjustments will be recorded if the sum
of expected future net cash flows is less than the book value of the goodwill.
45
<PAGE>
(h) INCOME TAXES
The provision for income taxes includes Federal, foreign, state and local income
taxes currently payable and receivable and those deferred because of temporary
differences between the financial statement and tax basis of assets and
liabilities. The unremitted earnings of the Company's foreign subsidiary are
considered to be permanently reinvested and are not expected to be remitted to
the parent company.
(i) IMPAIRMENT OF LONG-LIVED ASSETS
The Company records impairment losses on long-lived assets used in operations or
expected to be disposed when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.
(j) STOCK-BASED COMPENSATION
As permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation,
the Company has elected to follow Accounting Principal Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations in
accounting for its employee option plans. Under APB 25, no compensation expense
is recognised at the time of option grant if the exercise price of the Company's
employee stock option equals or exceeds the fair market value of the underlying
common stock on the date of grant.
(k) EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings Per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement 128 requirements.
(l) COMPREHENSIVE INCOME
As of July 1, 1998, the Company adopted Statement No. 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components. Since this Statement
requires only additional disclosure, there will be no effect on the Company's
results of operations or financial position. Statement 130 requires foreign
currency translation adjustments, which prior to adoption were reported
separately in stockholders' equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of Statement 130.
(m) SEGMENTS
Effective July 1, 1998, the Company adopted Statement No. 131, Disclosures about
Segments of an Enterprise and Related Information. Statement 131 superceded FASB
Statement No. 14, Financial Reporting for Segments of a Business Enterprise.
Statement 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports. Statement 131 also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. The adoption of Statement 131 did not affect results of operations or
financial position, but did affect the disclosure of segment information.
See Note 11.
46
<PAGE>
(n) FOREIGN OPERATIONS
The assets and liabilities of Total Research Limited operations are translated
at current exchange rates, and income statement accounts are translated at the
weighted average rates during the period. The related translation adjustments
are recorded as a separate component of other comprehensive income.
8. NATURE OF THE BUSINESS
The Company is a leading full-service custom and web-enabled marketing
organisation that provides marketing research and marketing services to assist
its clients with the pricing and positioning of new or existing products,
customer loyalty measurements, brand equity and e-commerce issues,
organisational structure and other marketing concerns. The Company provides
services for its clients by using propriety market research and other marketing
technologies developed by the Company and distributed throughout various
mediums, including the Internet.
9. CONTRACTS
There were no contracts, other than those ordinarily entered into in the normal
course of business, noted that had a material impact on the business.
10. CHANGE IN ACCOUNTING POLICY
---------------------------
There were no significant changes to the accounting policies.
47
<PAGE>
APPENDIX IV: INFORMATION ON ROMTEC
1. Chairman's Statement from Romtec's Annual Report for the year ending 31
January 2000
------------
Set out below is the text of the Chairman's statement from the Annual Report of
Romtec for the year ending 31 January 2000, as released on 13 April 2000:-
I am pleased to report that the upward trend reported in my interim statement
continued strongly in the second half of the year. The benefit is evident in the
result for the year as a whole which showed significant growth in:
Profit before tax +21% (pound)331k (1999:(pound)274k)
Net assets +10% (pound)1,001k (1999:(pound)914k)
Cash +30% (pound)1,010k (1999:(pound)776k)
Earnings per share +50% 3.6p (1999: 2.4p)
Revenues increased strongly in the second half with a 22.3% rise on the first
half, signalling a distinct upswing in business volume. The market monitoring,
customer satisfaction studies, CATI fieldwork and Database lines of service each
contributed well. In particular our leading position as an internet and
e-commerce research led consultancy was recognised when Romtec was awarded a
major multinational contract by the DTI to benchmark e-commerce performance over
the next three years.
Our investment aimed at establishing Romtec as a market leader in the
application of internet technology for market research is progressing well.
Development and installation of a base capability are completed and we are now
in discussion with prospective clients and partners. Previously I reported
investment in our Universal Database to underpin our e-research and e-marketing
capability as well as expansion of our database business. This advance has been
recognised in our signing of a strategic alliance with Dun and Bradstreet
concerning Europe the Middle East and Africa.
We have declared an interim of 2.0p (net) for the year which represents an
increase of 0.4p over last year's final dividend of 1.6p (net). Payment of the
interim dividend will be made on 19 May 2000 to shareholders on the register at
2 May 2000.
As shareholders will be aware, we have continued to seek partnerships, which
enhance our performance and increase our competitiveness. I am delighted to
announce with these results the Board's recommendation for acceptance of a cash
offer for the ordinary shares in Romtec from Total Research Corporation, a
US-based group whose shares are traded on the NASDAQ National Market. Total
Research Corporation is a leading US full-service custom and web-enabled
marketing organisation, which provides marketing research and services to its
clients, which consist mainly of Fortune 100 corporations in a wide array of
industries. We believe that this offer represents an attractive deal for
shareholders and an excellent opportunity for the development of Romtec's
business within a larger organisation offering a wider range of products and
services, including a recently introduced web-based data collection methodology
for collection of data over the Internet. We will also be well positioned for
further expansion of the enlarged business within Europe.
/s/RV Nathan
RV Nathan
Chairman
48
<PAGE>
2. NATURE OF FINANCIAL INFORMATION
-------------------------------
The financial information contained in this Appendix does not constitute
statutory accounts within the meaning of section 240 of the Companies Act. The
information for each of the periods ended 31 January 1998, 1999 and 2000 is
extracted without material adjustment from the published audited consolidated
financial statements of Romtec. Audited statutory accounts for each of the two
periods ended 31 January 1998 and 1999 on which unqualified audit reports (not
containing a statement under section 237(2) or (3) of the Companies Act) have
been given by the auditors of Romtec, have been delivered to the Registrar of
Companies.
3. PROFIT INFORMATION FOR THE LAST 3 YEARS
ENDING 31 JANUARY
-----------------
2000 1999 1998
(pound) (pound) (pound)
Turnover 4,101,237 3,900,572 4,217,440
Net profit 330,642 273,934 310,718
Tax 82,000 66,273 92,600
Profit after tax 248,642 207,661 218,118
Equity minority interests in subsidiary 56,759 81,545 2,748
Profit for the financial year 191,883 126,116 215,370
Dividends 105,359 84,240 83,240
Retained profit for the year 86,524 41,876 132,130
Basic earnings per share 3.6p 2.4p 4.1p
Diluted earnings per share 3.6p 2.3p 4.0p
Audited statutory accounts for the period ended 31 January 2000 on which an
unqualified audit report (not containing a statement under section 237(2) or (3)
of the Companies Act) has been given by the auditors of Romtec, will be
delivered to the Registrar of Companies.
49
<PAGE>
4. BALANCE SHEETS AS AT 31 JANUARY 2000 AND 31 JANUARY 1999
--------------------------------------------------------
2000 1999
(pound) (pound)
FIXED ASSETS
Intangible assets 15,905 21,223
Tangible assets 284,804 293,813
============= ============
300,709 315,036
============= ============
CURRENT ASSETS
Stock 20,093 22,693
Debtors 1,231,363 811,306
Cash 1,009,806 775,837
============= ============
2,261,262 1,609,836
============= ============
============= ============
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 1,550,683 1,000,365
============= ============
NET CURRENT ASSETS 710,579 609,471
------------- ------------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,011,288 924,507
PROVISION FOR DEFERRED TAXATION 10,013 10,013
------------- ------------
NET ASSETS 1,001,275 914,494
------------- ------------
CAPITAL & RESERVES
Called up share capital 52,668 52,650
Share premium account 17,535 17,296
Profit and loss account 931,023 844,499
------------- ------------
Equity shareholders' funds 1,001,226 914,445
Equity minority interest in subsidiary 49 49
============= ============
1,001,275 914,494
============= ============
50
<PAGE>
5. CONSOLIDATED CASH FLOW STATEMENT FOR THE TWO YEARS ENDED 31 JANUARY
1999 AND 2000
-------------
<TABLE>
<CAPTION>
2000 1999
(pound) (pound)
<S> <C> <C>
NET CASH INFLOW FROM CONTINUING OPERATING ACTIVITIES 501,824 109,637
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 35,451 46,261
Dividends paid to minority interests (71,254) (40,479)
=============== =============
(35,803) (5,782)
=============== =============
TAXATION
Corporation tax paid (38,350) (113,399)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Receipts from sale of fixed assets 4,582 16,250
Payments to acquire tangible fixed assets (114,278) (98,783)
=============== =============
(109,696) (82,533)
=============== =============
ACQUISITIONS AND DISPOSALS
Sale of shares in subsidiary - 33,948
EQUITY DIVIDENDS PAID (84,263) (83,240)
--------------- -------------
NET CASH OUTFLOW BEFORE USE OF LIQUID RESOURCES AND FINANCING 233,712 (129,805)
MANAGEMENT OF LIQUID RESOURCES
Cash placed on short term deposit 300,000 (300,000)
FINANCING
Issue of share capital 257 5,562
=============== =============
DECREASE IN CASH IN THE YEAR 533,969 (424,243)
=============== =============
</TABLE>
51
<PAGE>
6. SIGNIFICANT ACCOUNTING POLICIES
(a) The financial statements are prepared in accordance with applicable
Accounting Standards in the UK.
(b) Basis of accounting - the financial statements are prepared in accordance
with the historical cost convention.
(c) Basis of consolidation - The consolidated profit and loss account and
balance sheet include the financial statements of the company and its
subsidiary undertaking made up to 31 January 2000. The results of
subsidiaries acquired or sold are included in the consolidated profit and
loss account from, or up to, the date control passes. Intra group sales and
profits are eliminated fully on consolidation.
(d) Goodwill - is capitalised and amortised over its useful economic life. The
carrying value of Goodwill is reviewed for impairment at the end of the
first full year after the acquisition and at other times if circumstances
indicate that it may not be recoverable.
(e) Tangible fixed assets - Fixed assets are stated at cost less accumulated
depreciation. The cost of fixed assets, less their estimated residual
values, is written off on a straight line basis over their expected useful
lives as follows:
Office furniture - 7 years
Other office equipment - 6 years
Computer equipment and databases - 5 years
Motor Vehicles - 5 years
The carrying value of tangible assets are reviewed for impairment if
circumstances indicate that they may not be recoverable.
(f) Stocks and work in progress - are stated at the lower of cost and net
realisable value.
(g) Turnover - represents fees, sales and expenses re-charged, net of
discounts, excluding Value Added Tax, and after adjusting for accrued and
deferred income.
(h) Deferred taxation - Provision is made for deferred taxation, using the
liability method, on timing differences which are not expected to continue
for the foreseeable future.
52
<PAGE>
APPENDIX V: ADDITIONAL INFORMATION
1. RESPONSIBILITY
--------------
(A) The Directors of Total Research and Total Research Acquisitions
Limited, whose names are set out in paragraphs 2(A) and 2(B) below,
accept responsibility for the information contained in this document
other than that relating to Romtec Group, the Directors of Romtec and
members of their immediate families, related trusts and controlled
companies. To the best of the knowledge and belief of the Directors of
Total Research Corporation and Total Research Acquisitions Limited
(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 Romtec, whose names are set out in paragraph 2(C)
below, accept responsibility for the information contained in this
document relating to Romtec, the Romtec Group, the Directors of Romtec
and members of their immediate families, related trusts and controlled
companies. To the best of the knowledge and belief of the Directors of
Romtec (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 Total Research Corporation are:
David Brodsky Chairman
Al Angrisani President and Chief Executive Officer
Howard L. Shecter Vice Chairman
Lorin Zissman Chairman Emeritus
George Lindemann Non-Executive Director
J. Edward Shrawder Non-Executive Director
John Freeman Non-Executive Director
The business address of each of such directors is 5 Independence Way,
Princeton, NJ 08543 USA
(B) The Directors of Total Research Acquisitions Limited are:
David Brodsky Non-Executive
Al Angrisani Non-Executive
Howard L. Shecter Non-Executive
The business address of each of such directors is Watermans Park,
40-52 High Street, Brentford, Middlesex, TW8 OBB
(C) The Directors of Romtec are:
Russell Vernon Nathan CBE Chairman and Managing Director
Janet Christine Weldon Client Services Director
Maureen Valentine Burke Operations Director
Mark Stephen Fernyhough Vaygelt Managing Director Romtec-GFK Limited
Christopher Lee Gilbert Finance Director
53
<PAGE>
The business address of each of such directors is Vanwall Road,
Maidenhead, Berkshire, SL6 4UB
3. IRREVOCABLE UNDERTAKING
-----------------------
3.1 Russell Nathan, the Chairman and Managing Director of Romtec has
irrevocably undertaken to accept the Offer in respect of his entire
beneficial holdings of Romtec Shares, amounting to an aggregate of
4,475,000 Romtec Shares, representing approximately 85 per cent of Romtec's
issued share capital. The terms of the irrecoverable undertaking require
acceptance of the Offer even if a competing or higher offer is made by a
third party.
4. SHAREHOLDINGS AND DEALINGS
--------------------------
4.1 Interests and dealings in Securities in Total Research Acquisitions Limited
and Total Research Corporation
(A) As at the close of business on the disclosure date, neither
Romtec nor any of the Directors of Romtec was interested in
Securities in Total Research Acquisitions Limited or Total
Research Corporation.
(B) Neither Romtec nor any of the Directors of Romtec nor any
member of their immediate families has during the disclosure
period dealt for value in any Securities in Total Research
Acquisitions Limited or Total Research Corporation.
4.2 Interests and dealings in Securities in Romtec
(A) Save as disclosed in this document, neither Total Research
Group nor any of the Directors of Total Research Group nor
any member of their immediate families nor any person acting
in concert with any of those companies nor any person who
has given an irrevocable undertaking to accept the Offer
owns, controls or is interested, directly or indirectly, in
Securities in Romtec nor has any such person dealt for value
in any Securities in Romtec during the disclosure period.
(B) As at the close of business on the disclosure date, the
interests of the Directors of Romtec and their immediate
families and connected persons (within the meaning of
section 346 of the Companies Act) in the share capital of
Romtec, which have been notified to Romtec pursuant to s.324
and s.328 Companies Act 1985 as shown in the register
required to be kept under the provisions of that Act, were,
and particulars of options over Romtec Shares granted to the
Directors of Romtec are, as follows:
54
<PAGE>
<TABLE>
NAME OF DIRECTOR NUMBER OF SHARES NUMBER OF SHARES DATE GRANTED EXERCISE PERIOD EXERCISE
IN ROMTEC IN ROMTEC UNDER PRICE (P)
OPTION
<S> <C> <C> <C> <C> <C>
R.V. Nathan 4,475,000
M. Vaygelt - 30,000 3 June 1999 3 June 2002 63.5
-3 June 2009
15,000 9 April 1996 9 April 1999 14.3
-9 April 2006
M.V. Burke - 20,000 3 June 1999 3 June 2002 63.5
-3 June 2009
25,000 14 August 1995 14 August 1998 8.9
-14 August 2005
25,000 9 August 1991 9 August 1994 8.9
-9 August 2001
J. C. Weldon - 20,000 3 June 1999 3 June 2002 63.5
-3 June 2009
8.9
50,000 14 August 1995 14 August 1998
-14 August 2005
C. L. Gilbert - 20,000 3 June 1999 3 June 2002 63.5
-3 June 2009
</TABLE>
(C) There have been no dealings for value in Romtec Shares by
Directors of Romtec or their immediate families during the
disclosure period.
(D) Save as disclosed in this document, neither:
(1) any of the Directors of Romtec nor any member of
their immediate families; nor
(2) any subsidiary of Romtec, any bank, stockbroker,
financial or other professional adviser (other than
an exempt market-maker) to Romtec or any subsidiary
or any associated company of Romtec, nor any person
controlling , controlled by, or under the same control
as such bank, stockbroker, financial or other
professional adviser, nor any pension fund of Romtec
or any of its subsidiaries; nor
(3) any person whose investments are managed on a
discretionary basis by fund managers (other than
exempt fund managers) connected with Romtec;
owns, controls or is interested, directly or indirectly, in
any Securities in Romtec nor has any such person dealt for
value therein during the disclosure period.
(E) Shore Capital Stockbrokers Limited, a subsidiary of Shore
Capital Group plc, and which is a (non-exempt) market-maker in
Romtec Shares has engaged in the following dealings in Romtec
Shares since 13 April 1999:
DATE TRANSACTION NUMBER OF ROMTEC SHARES PRICE PER ROMTEC SHARE (P)
09.08.99 Purchase 1,800 61
17.12.99 Purchase 4,500 103
17.12.99 Purchase 10,000 103
55
<PAGE>
12.01.00 Purchase 1,000 95
31.01.00 Purchase 3,000 93
16.02.00 Purchase 3,500 92
24.02.00 Purchase 1,000 93
03.03.00 Purchase 2,000 93
17.11.99 Disposal 3,000 67
22.11.99 Disposal 2,934 70
13.12.99 Disposal 1,000 118
13.12.99 Disposal 1,000 87
17.12.99 Disposal 10,000 108
07.01.00 Disposal 1,000 103
31.01.00 Disposal 2,000 100
08.02.00 Disposal 2,500 100
16.02.00 Disposal 1,000 100
17.02.00 Disposal 4,875 101
14.04.00 Disposal 2,509 91
4.3 References in this paragraph 4 to:
(A) "acting in concert" means persons who, pursuant to an
agreement or understanding (whether formal or informal),
actively co-operate, through the acquisition by any of them
of shares in a company, to obtain or consolidate control of
such company, and associates of Total Research Acquisitions
Limited are presumed to be acting in concert with Total
Research Acquisitions Limited for the purposes of the City
Code (other than any associates of Total Research
Acquisitions Limited which control, are controlled by or
under the same control as an adviser to Total Research
Acquisitions Limited and are exempt market-makers or exempt
fund managers under the City Code);
(B) "associate" mean subsidiaries and associated companies of
Romtec and companies of which any such subsidiaries or
associated companies are associated companies;
(C) "bank" does not apply to a bank whose sole relationship with
Romtec, or a company which is an associate, is the provision
of normal commercial banking services or such activities in
connection with the Offer as handling acceptances and other
registration work;
(D) "disclosure date" means 19 April 2000, being the latest
practicable date prior to the posting of this document;
(E) "disclosure period" means the period commencing on 13 April
1999 (being the date 12 months prior to the commencement of
the Offer Period) and ending on the disclosure date;
(F) ownershipor control of 20 per cent. or more of the equity
share capital of a company is regarded as the test of
associated company status and "control" means a holding, or
aggregate holdings of shares carrying 30 per cent. or more
of the voting rights attributable to the share capital of
the company which are currently exercisable at a general
meeting, irrespective of whether the holding or holdings
gives de facto control; and
(G) "Securities" in a company are to shares in that company and
include any securities convertible into, rights to subscribe
for or options in respect of or derivatives referenced to
those shares.
56
<PAGE>
5. MARKET QUOTATIONS
-----------------
5.1 The following table shows the Closing Price for Romtec Shares on the first
business day of each of the six months immediately before the posting of
this document, on 19 April 2000 (being the latest practicable date before
the posting of this document) and on 12 April 2000 (being the last business
day prior to the Offer Period):
DATES MIDDLE MARKET CLOSING PRICE PER ROMTEC SHARE(P)
1 November 1999 63.5
1 December 1999 67.5
4 January 1999 103
1 February 1999 98.5
1 March 2000 96.5
3 April 2000 84
12 April 2000 75
19 April 2000 90
6. MATERIAL CONTRACTS
------------------
(A) TOTAL RESEARCH GROUP
The following contracts, not being contracts entered into in
the ordinary course of business, which are or may be material,
have been entered into by Total Research Group within the two
years immediately preceding the commencement of the Offer
Period on 13 April 2000:
(1) Stock Purchase Agreement
On 01 July 1998, Total Research Corporation entered
into an agreement with a number of investors (the
"Investors"), pursuant to which among other things, the
Investors purchased an aggregate of 1,000,000 shares of
Total Research Corporation's Common Stock at a price of
$2.25 per share, and Total Research Corporation issued
options, exercisable at any time within five (5) years
from the issuance thereof, to purchase an aggregate of
250,000 shares of Total Research Corporation's Common
Stock at an exercise price of $2.25 per share.
The terms of the Stock Purchase Agreement include an
undertaking by the Investors, under certain
circumstances to assist Total Research Corporation in
obtaining $25,000,000 in debt or equity financing for
acquisitions or other projects approved by the Board of
Directors of Total Research Corporation .
(2) Loan Note Instrument
The principle terms of the Loan Note Instrument which
was entered into by Total Research Acquisitions Limited
and Total Research Corporation on 13 April 2000 are
summarised at Appendix II of this document.
(3) Second Amended and Restated Credit Agreement
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On 21 March 2000, Total Research Corporation entered
into a Second Amended and Restated Credit Agreement
with Summit Bank (the "Second Amended and Restated
Credit Agreement").
Under the terms of the Second Amended and Restated
Credit Agreement, Summit Bank agrees to make a series
of term loans to Total Research Corporation up to $10
million in aggregate. The loans shall bear interest as
set out in the Second Amended and Restated Credit
Agreement.
The liabilities and obligations of Total Research
Corporation to Summit Bank are secured by a
first-priority security interest in, lien on, and
assignment of all the properties and assets of Total
Research Corporation, existing owned or acquired in the
present or in the future, guarantees given by all the
UK subsidiaries of Total Research Corporation to Summit
Bank, and charges over all the shares of the UK
subsidiaries of Total Research Corporation and all
shares to be acquired in Romtec plc.
(4) Irrevocable Undertaking
Russell V. Nathan has entered into an irrevocable
undertaking dated 13 April 2000 with Total Research
Acquisitions Limited and Charles Street Securities Inc,
under which Russell V. Nathan has irrevocably
undertaken to accept the Offer in respect of his entire
beneficial holding of Romtec Shares amounting to an
aggregate of 4,475,000 Romtec Shares, representing
approximately 85 per cent of Romtec's current issued
share capital. The terms of the irrevocable undertaking
require acceptance of the offer even if a competing or
higher offer is made by a third party.
Under the terms of the irrevocable undertaking Russell
Nathan has agreed to waive his entitlement under the
Offer to 11p of the cash consideration in respect of
his Romtec Shares and will accept the balance (of up to
80p per Romtec Share) payable in three tranches over
the two year period following the Offer becoming or
being declared unconditional in all respects. The first
two tranches, namely of 35p in cash for each of his
Romtec Shares and loan notes with the principal amount
thereof equal to the aggregate of 30p for his Romtec
Shares, are payable within 14 days of the Offer
becoming or being declared unconditional in all
respects. The final instalment (of up to 15p) is
subject to Romtec's annual profits and revenues over
the two year period being at least equivalent to the
respective figures for the financial year ended 31
January 2000 on a comparable basis and will be
satisfied by the issue of loan notes. In the event of
his death or dismissal from employment (otherwise than
by reason of gross misconduct or other cause justifying
summary dismissal at common law) the final instalment
of 15p shall become immediately due and payable.
Russell Nathan has also given certain non-compete
covenants.
(B) ROMTEC
There are no contracts, not being contracts entered into in
the ordinary course of business, which are or may be material,
which have been entered into by the Romtec Group within the
two years immediately preceding the commencement of the Offer
Period on 13 April 2000.
7. SERVICE CONTRACTS
-----------------
7.1 There are no service agreements of the directors of Romtec which have more
than twelve months to run.
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7.2 The following Directors have entered into new service agreements with
Romtec which are conditional on the Offer becoming unconditional and which
will replace the existing service contracts, on the following terms:
(A) Russell V. Nathan will enter into a service contract for a
fixed two year period and be entitled to a salary at the
rate of (pound)76,005 payable monthly in arrears. Russell V.
Nathan will receive a annual bonus on a commissions basis
conditional on the average turnover and average profits of
Romtec exceeding set limits. Russell V. Nathan will be
granted share options in Total Research Corporation which
will vest on a yearly basis, the final share options vesting
only after the expiry of restrictive covenants contained in
the service agreement. Russell V. Nathan will be entitled to
a car, a pension and medical and life insurance.
(B) Janet Weldon will be entitled to a salary of (pound)63,000 per
annum payable monthly in arrears. After an initial fixed
period of 12 months the contract will be terminable on 12
months notice. The salary will to be reviewed on 01 July
2000. Janet Weldon will receive share options in Total
Research Corporation that will vest over a five year period.
A bonus scheme will be arranged for Janet Weldon. Janet
Weldon will also be entitled to a car, a pension, life
insurance, and medical insurance.
(C) Maureen Burke will be entitled to a salary at the rate of
(pound)54,500 per annum payable monthly in arrears. After an
initial fixed period of 12 months the contract will be
terminable on 12 months notice. This salary will be reviewed
on 01 July 2000. Maureen Burke will be entitled to share
options in Total Research Corporation which will vest over a
five year period. A bonus scheme will be arranged for Maureen
Burke. Maureen Burke is entitled to a car, a pension, life
insurance and medical insurance.
(D) Christopher Gilbert will be employed by Romtec and be entitled
as of 01 July 2000 to a salary at the rate of (pound)68,000
per annum payable monthly in arrears. After an initial fixed
period of 12 months the contract will be terminable on 12
months notice. Christopher Gilbert will be paid a bonus for
meeting and exceeding profitability plans. Christopher
Gilbert will receive share options in Total Research
Corporation which will vest over a five year period.
Christopher Gilbert will also be entitled to a car, a
pension, life insurance, and medical insurance.
7.3 Mark Vaygelt has entered into a letter of intent dated 13 April 2000 to be
employed as managing director of Romtec. Under the letter of intent the
employment agreement will be negotiated around the following parameters:
Mark will be entitled to a salary in the range of (pound)60,000 to
(pound)70,000 per annum. Mark will also be entitled to a car, pension, life
insurance, medical, and a bonus relating to meeting profitability plans.
Mark will also receive share options in Total Research Corporation that
will vest over a five year period.
7.4 There are no service agreements with Romtec Directors which have more than
12 months to run and which have been entered into or amended within six
months of this document.
7.5 Save as disclosed in this document, there are no service agreements with
Romtec Directors which have more than twelve months to run or which are
terminable on more than 12 months' notice.
7.6 Save as disclosed in this document, it is not proposed to amend any of the
service agreements of Romtec Directors.
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8. OTHER INFORMATION
-----------------
8.1 Save as disclosed in this document, neither Total Research Acquisitions
Limited, Total Research Corporation, nor any person acting in concert with
Total Research Acquisitions Limited or Total Research Corporation, nor any
associate of Total Research Acquisitions Limited or Total Research
Corporation, nor Romtec nor any associate of Romtec has any arrangement in
relation to relevant securities. For this purpose, "arrangement" includes
any indemnity or option arrangement, any agreement or understanding, formal
or informal, of whatever nature which may be an inducement to deal or
refrain from dealing.
8.2 Save as referred to in this document, there is no agreement, arrangement or
understanding (including any compensation arrangement) between Total
Research Corporation 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 Romtec having any connection with,
or dependence upon, or which is conditional on, the outcome of the Offer.
8.3 There is no agreement, arrangement or understanding whereby the beneficial
ownership of any of the Romtec Shares to be acquired pursuant to the Offer
will be transferred to any other person, save that Total Research
Acquisitions Limited reserves the right to transfer such shares to any
other member of the Total Research Group.
8.4 The principal place of business of Total Research Corporation is at 5
Independence Way, Princeton, New Jersey 08543 USA.
8.5 The principal place of business and registered office of Total Research
Acquisitions Limited is at Watermans Park, 40-52 High Street, Brentford,
Middlesex, TW8 OBB.
8.6 The principal place of business and registered office of Romtec is at
Vanwall Road, Maidenhead, Berkshire SL6 4UB.
8.7 Charles Street Securities, Inc. and Shore Capital and Corporate Limited
have each given and not withdrawn their respective written consents to the
issue of this document with the references to their respective names in the
form and context in which they appear. Charles Street Securities, Inc. and
Shore Capital and Corporate Limited are each regulated by The Securities
and Futures Authority Limited.
8.8 Save as disclosed in this document, so far as the Directors of Total
Research Corporation are aware, there have been no material changes in the
financial or trading position of the Total Research Group since 30 June
1999 the date to which its last published audited accounts were prepared.
8.9 Save as disclosed in this document, so far as the Directors of Romtec are
aware, there have been no material changes in the financial or trading
position of Romtec since 31 January 2000, the date to which its last
published audited accounts were prepared.
8.10 During the period commencing 12 months prior to the press announcement of
the Offer on 13 April 2000, and ending on 19 April 2000 (the last
practicable date prior to the posting of this document) Romtec has not
redeemed or purchased any of its Shares.
8.11 The expenses of, or incidental to, the preparation and implementation of
the Offer will be paid by Total Research Group, if the Offer is successful,
or each party in respect of its own respective expenses, if the Offer is
unsuccessful.
8.12 No proposal exists in connection with the Offer that any payment or other
benefit be made or given to any director of Romtec as compensation for loss
of office or as consideration for or in connection with his retirement from
office.
8.13 All times referred to in this document are London times.
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9. SOURCES AND BASES
-----------------
9.1 Unless otherwise stated, financial information relating to Total Research
Corporation has been extracted from its audited annual report and accounts
for the financial year ended 30 June 1999 on Form 10K, and financial
information relating to Romtec has been extracted from its audited annual
report and accounts for the financial year ended 31 January 2000.
9.2 Reference to the market capitalisation of Romtec is based on the Romtec
Shares in issue as at 19 May (the latest practicable date prior to the
posting of this document).
10.DOCUMENTS AVAILABLE FOR INSPECTION
----------------------------------
10.1 Copies of the following documents will be available for inspection, during
normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of Simmons & Simmons, 21 Wilson Street,
London, EC2M 2TX while the Offer remains open for acceptance:
(A) the Articles of Incorporation and Bye-laws of Total Research
Corporation and the Memorandum and Articles of Association
of Total Research Acquisitions Limited;
(B) the audited consolidated accounts of Total Research
Corporation for the financial years ended 30 June 1998 and
30 June 1999;
(C) the audited consolidated accounts of Romtec for the financial
years ended 31 January 1999 and 31 January 2000;
(D) the irrevocable undertaking referred to in paragraph 3.1
above;
(E) the material contracts referred to in paragraph 6 above;
(F) the service contracts of the Directors of Romtec referred
to in paragraph 7.2 and the letter of intent referred to in
paragraph 7.3;
(G) the letters of consent referred to in paragraph 8.7 above.
(H) the valuation of the Loan Notes by Charles Street Securities
Inc referred to on page 9; and
(I) this Offer Document and the Form of Acceptance.
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APPENDIX VI: DEFINITIONS
The following definitions apply throughout this document, unless the context
requires otherwise:
"AIM" the Alternative Investment
Market of the London Stock
Exchange
"Charles Street Securities, Inc." Charles Street Securities,
Inc. of 1 Wilton Crescent,
London SW1X 8RN which is
regulated by the
Securities and Futures
Authority Limited
"City Code" or "Code" The City Code on Takeovers
and Mergers
"Closing Price" the middle market
price of a Romtec Share at
the close of business on
the day to which such
price relates, derived
from the AIM List for that
day
"Directors" Russell V. Nathan CBE,
Janet G. Weldon, Maureen
V. Burke, Mark S.F.
Vaygelt and Christopher
L. Gilbert being all the
Directors of Romtec
"Form of Acceptance" the form of acceptance
and authority relating
to the Offer accompanying
this document
"Indemnity for Lost Share Certificate Form" the indemnity for lost
share certificate form
enclosed with the Form of
Acceptance.
"LIBOR" the rate per annum of the
offered quotation for
deposits in sterling
currency in the sum of
(pound)1,000,000 for a
period of twelve months
which appears on Telerate
Page 3750 or 3740 (as
appropriate) at or about
11:00 am on the date
immediately preceding the
date of issue of Loan
Notes (or if not then
shown on the last
preceding day when it is
so shown).
"Loan Note Alternative" the
alternative under which
Romtec Shareholders (other
than certain overseas
shareholders) who validly
accept the Offer, while
the alternative remains
open, may elect to receive
Loan Notes in lieu of all
or part of the cash
consideration to which
they would otherwise have
been entitled under the
Offer
"Loan Notes" the guaranteed
unsecured loan notes of
Total Research
Acquisitions to be issued
pursuant to the Loan Note
Alternative, the principal
terms of which are set out
in Appendix 2 on pages 39
and 40and on pages 8 and 9
of this document
"London Stock Exchange" London Stock Exchange
Limited
"Noteholders" means the several persons
for the time being entered
in the register of
noteholders as the holders
of the Loan Notes
"Offer" the recommended offer by
Charles Street Securities,
Inc., on behalf of Total
Research Acquisitions
Limited, to acquire Romtec
Shares subject to the
terms and the conditions
set out in this document
including the
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Loan Note Alternative and,
where the context admits,
any subsequent revision,
variation, extension or
renewal thereof or of the
Loan Note Alternative
"Offer Period" the period during which
the Offer is open for
acceptance
"overseas shareholders" Romtec Shareholders
resident in or nationals
or citizens of
jurisdictions outside the
UK or who are nominees
of, or custodians,
trustees or guardians for,
citizens or nationals of
such other jurisdictions
"Panel" the Panel on Takeovers and
Mergers
"Park Circus Registrars" or "Receiving Agents" Park Circus Registrars
Limited of James Sellar's
House, 3rd Floor, 144 West
George Street, Glasgow G2
2HG
"Romtec Executive Share Option Scheme" the Romtec Executive Share
Option Scheme
"Romtec Group" Romtec and its subsidiary,
Romtec-GfK Limited
"Romtec plc" or "Romtec" Romtec Public Limited
Company
"Romtec Shareholders" holders of Romtec Shares
"Romtec Shares" or "Shares" ordinary shares of 1p
each in Romtec in issue
or to be issued during the
Offer Period and the terms
"Romtec Share" or "Share"
shall be construed
accordingly
"Shore Capital" Shore Capital and
Corporate Limited of Bond
Street House, 14 Clifford
Street, London W1X 1RE
which is regulated by the
Securities and Futures
Authority Limited and is a
subsidiary of Shore
Capital Group plc
"Total Research Corporation" Total Research Corporation
"Total Research Acquisitions Limited" or Total Research
Total Research Acquisitions" Acquisitions Limited
"Total Research Group" Total
Research Corporation, its
subsidiary undertakings
and associated
undertakings, as those
respective terms are
defined in the Companies
Act 1985 (as amended)
"UK" 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 of America and the
District of Columbia, and
all other areas subject to
its jurisdiction.
"US Person" a US person as defined in
Regulation S of the United
States Securities Act 1933
as amended
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