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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Commission File number 0-19152
Automated Security (Holdings) PLC
ENGLAND AND WALES
(Jurisdiction of incorporation of organization)
The Clock House, The Campus, Spring Way Hemel Hempstead,
Hertfordshire HP2 7TL England
(Address of principal offices)
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
----- -----
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______.)
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[LOGO]
June 19, 1996
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO CANADA
AUTOMATED SECURITY (HOLDINGS) PLC ("ASH" OR THE "COMPANY")
RECOMMENDED PROPOSALS FOR THE ACQUISITION OF ASH
BY ADT LIMITED ("ADT")
- - The Board of ASH, which has been advised by Charterhouse Bank Limited and
Smith Barney Inc., announces the terms of recommended proposals (the
"Proposals") whereby ADT will acquire all of the issued share capital of
ASH.
- - Under the Proposals, ASH shareholders will be entitled to receive ADT
Common Shares on the following basis:
FOR EVERY 92 ASH ORDINARY SHARES 3 ADT COMMON SHARES
(FOR EVERY 46 ASH ADRS 3 ADT COMMON SHARES)
FOR EVERY 31 ASH 5% PREFERENCE SHARES 2 ADT COMMON SHARES
FOR EVERY 31 ASH 6% PREFERENCE SHARES 2 ADT COMMON SHARES
- - The market value of ADT Common Shares being offered under the Proposals is
approximately L84.9 million (US$131.1 million) (based on the closing price
on the New York Stock Exchange of US$18.625 for an ADT Common Share on June
18, 1996, the last day prior to this announcement).
- - The Proposals imply a value of 39.3p for each ASH Ordinary Share, which
represents a premium of 26.9% to the prevailing market price (based on the
closing price on the New York Stock Exchange of US$18.625 for an ADT Common
Share and the closing mid-market price on the London Stock Exchange of 31p
for an ASH Ordinary Share on June 18, 1996).
- - Similarly, the Proposals imply a value for each ASH 5% Preference Share and
each ASH 6% Preference Share of 77.8p, which represents a premium of 29.7%
to the closing mid-market prices on the London Stock Exchange of 60p for
both the 5% and 6% Preference Shares on June 18, 1996.
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- - Likewise, the Proposals imply a value of US$1.215 for each ASH ADR, which
represents a premium of 29.6% to the closing price on the New York Stock
Exchange of US$0.9375 for an ASH ADR on June 18, 1996.
- - The 9 1/2% Convertible Capital Bonds due 2006 of ASH Capital Finance
(Jersey) Limited will remain outstanding but will benefit from enhanced
terms reflecting the Proposals.
- - The Proposals will be effected by means of a Scheme of Arrangement under
Section 425 of the Companies Act 1985 to be sanctioned by the High Court in
England and Wales. It is expected that the formal scheme document will be
posted to shareholders in July and that the Scheme will become effective in
September 1996.
- - The Board of ASH, which has been so advised by the Company's financial
advisers, Charterhouse Bank Limited and Smith Barney Inc., considers the
terms of the Proposals to be fair and reasonable and in the best interests
of the shareholders as a whole. In providing advice to the Board,
Charterhouse Bank Limited and Smith Barney Inc. have taken into account the
Board's commercial assessment of the Proposals. The Board will be
unanimously recommending that shareholders vote in favor of the Proposals.
ENQUIRIES:
ASH PLC Lord Lane of Horsell (Chairman) 441 44 260 008
Tony Dignum (Chief Executive)
Peter Bertram (Finance Director)
Charterhouse
Bank Limited Paul Baines/Andy Margetts 44 171 248 4000
Smith Barney
Inc. Ralph Watts/Peter Tague 212 816 6000
Hudson Sandler
Limited Simon Hudson/Andrew Hayes 44 171 796 4133
Taylor Rafferty
Associates, Inc. Brian Rafferty 212 889 4350
THESE NOTES SHOULD BE READ IN CONJUNCTION WITH THE ATTACHED PRESS RELEASE
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NOT FOR RELEASE OR DISTRIBUTION IN OR INTO CANADA JUNE 19, 1996
AUTOMATED SECURITY (HOLDINGS) PLC ("ASH" OR THE "COMPANY")
RECOMMENDED PROPOSALS FOR THE ACQUISITION OF ASH
BY ADT LIMITED ("ADT")
1. INTRODUCTION
The Board of ASH announces the terms of recommended proposals (the
"Proposals") to be put to the shareholders of ASH whereby ADT will acquire
all of the issued share capital of ASH in exchange for shares in ADT.
The Proposals value the issued share capital of ASH at approximately L84.9
million (US$131.1 million), by reference to the closing price of US$18.625
for a common share in ADT (an "ADT Common Share") on the New York Stock
Exchange on June 18, 1996, the last day prior to this announcement.
It is intended that the Proposals will be effected by means of a scheme of
arrangement under Section 425 of the Companies Act 1985 to be sanctioned by
the High Court in England and Wales (the "Scheme").
2. BACKGROUND TO AND REASON FOR THE PROPOSALS
For some time, ASH has been burdened by a high level of debt. In 1995, the
Board instigated a successful program to refocus ASH's management and to
sell the Company's peripheral businesses. The Board recognized from the
outset that this course was not in itself sufficient to overcome the
financial constraints on the Company.
The Board and its advisers have spent much effort in investigating a
variety of ways to improve ASH's financial position. During the conduct of
this review, the Board was able to secure the support of ASH's lenders and,
in December 1995, the Company entered into a new arrangement with its
lenders which gave the Board an extended period for evaluation of the
options available.
Following this review, the Board instigated an orderly disposal program of
its US operations. However, during this process, discussions commenced
with ADT regarding ADT making an offer for ASH. These discussions have
culminated in the Proposals which are being announced today. Under these,
ASH shareholders are being offered the opportunity of continuing to
participate in the electronic security services business by receiving ADT
Common Shares. ADT is, through its subsidiaries, the largest operator in
this industry in North America, and also has significant operations in this
field in Europe.
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3. TERMS OF THE SCHEME
Under the Scheme, holders of ordinary shares of 10p each in ASH ("Ordinary
Shares"), American Depositary Shares evidenced by American Depositary
Receipts ("ADRs") (each ADR representing two Ordinary Shares) and 5% and 6%
convertible cumulative redeemable preference shares in ASH of L1 each ("5%
Preference Shares" and "6% Preference Shares" respectively), will be
entitled to receive ADT Common Shares on the following basis:
FOR EVERY 92 ASH ORDINARY SHARES 3 ADT COMMON SHARES
FOR EVERY 46 ASH ADRS 3 ADT COMMON SHARES
FOR EVERY 31 ASH 5% PREFERENCE SHARES 2 ADT COMMON SHARES
FOR EVERY 31 ASH 6% PREFERENCE SHARES 2 ADT COMMON SHARES
The market value of ADT Common Shares being offered under the Proposals is
approximately L84.9 million (US$131.1 million) (based on the closing price
on the New York Stock Exchange of US$18.625 for an ADT Common Share on June
18, 1996, the last day prior to this announcement).
The Proposals imply a value of 39.3p for each Ordinary Share, which
represents a premium of approximately 26.9% to the prevailing market price
(based on the closing price on The New York Stock Exchange of US$18.625 for
an ADT Common Share and on the closing mid-market price on the London Stock
Exchange of 31p for an Ordinary Share on June 18, 1996).
Similarly, the Proposals imply a value for each 5% Preference Share and
each 6% Preference Share of 77.8p, which represents a premium of 29.7% to
the closing mid-market prices on the London Stock Exchange of 60p for both
the 5% Preference Shares and the 6% Preference Shares, on June 18, 1996.
Likewise, the Proposals imply a value of US$1.215 for each ASH ADR, which
represents a premium of 29.6% to the closing price on the New York Stock
Exchange of US$0.9375 for an ASH ADR on June 18, 1996.
No fractions of ADT Common Shares will be issued to ASH shareholders but
ADT will pay cash to ASH shareholders in respect of their fractional
entitlements.
Approximately 7.0 million ADT Common Shares will be issued as a result of
the Scheme, representing approximately 5.0% of the enlarged issued common
share capital of ADT.
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The ADT Common Shares to be issued will be listed on the New York Stock
Exchange (where ADT has its primary listing) and on the London Stock
Exchange. Following completion of the Proposals, ASH will become a wholly
owned subsidiary of ADT.
The 9 1/2% Convertible Capital Bonds due 2006 of ASH Capital Finance
(Jersey) Limited (the "CCBs"), which are guaranteed by ASH, will remain
outstanding. The Trustee of the Trust Deed which governs the terms of the
CCBs has agreed in principle to add ADT as a guarantor of the CCBs and as
the party into whose share capital the conversion and exchange rights of
the CCBs are exercisable with the effect that the CCBs may convert into ADT
Common Shares at a rate which reflects the premium being offered to holders
of Ordinary Shares under the Scheme.
The holder of the 8.28% Senior Notes of ASH (the "Senior Notes") which has
the rights to subscribe for approximately 3.7 million Ordinary Shares has
agreed in principle to the cancellation of these rights conditional upon
the prepayment of the Senior Notes, which is intended to happen on or about
the date on which the Scheme becomes effective.
If the Scheme becomes effective, all options outstanding under ASH's share
option scheme will remain exercisable for a period of one month following
the date on which option holders are notified that the Scheme has been
sanctioned by the Court and, if not then exercised, will lapse.
4. DETAILS OF THE SCHEME
The Scheme will require approval by holders of each class of shares in ASH
at separate court meetings (the "Court Meetings") and the subsequent
sanction of the High Court in England and Wales (the "Court"). In
addition, the approval by ASH's shareholders at an Extraordinary General
Meeting to amend ASH's articles of association will be required.
THE COURT MEETINGS
The Court Meetings will be convened by order of the Court for the purpose
of considering and, if thought fit, approving the Scheme (with or without
modification). Separate meetings will be held for holders of Ordinary
Shares and each class of Preference Share.
At the Court Meetings, voting will be on a poll, and shareholders will be
entitled, at the relevant meeting, to one vote for each Ordinary, 5%
Preference or 6% Preference Share, as the case may be, held by them. The
resolution will be passed if a majority in number representing not less
than three-fourths in value of the relevant shares represented by those
present and voting, either in person or by proxy, votes in favor of the
Scheme.
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Upon the Scheme becoming effective in respect of any class of shares, it
will be binding on all holders of shares of that class, irrespective of
whether they attend or vote at the Court Meetings.
THE EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting (at which all shareholders will be
entitled to attend and vote) will be convened for the purpose of
considering and, if thought fit, passing a special resolution to amend
ASH's articles of association so as to provide that any Ordinary Shares
issued on the exercise of share options are bound by the Scheme if issued
after the Court Meetings but before the effective date of the Scheme or are
immediately exchanged for ADT Common Shares if issued on or after the
effective date of the Scheme.
RIGHTS OF HOLDERS OF ADRS
Holders of ADRs will have the right to instruct the agent bank, Bank of New
York, how to cast the votes which relate to their underlying shareholdings
in ASH at the Court Meeting of holders of Ordinary Shares and at the
Extraordinary General Meeting. However, if they wish to attend the
meetings in person and have the right to vote in their own right, it will
be necessary for them to apply for their holding of ADRs to be converted
into a holding of Ordinary Shares.
The conditions of the Scheme are set out in the Appendix to this Press
Release.
5. FINANCIAL INFORMATION ON ASH
In the financial period ended on November 30, 1995, ASH reported (under UK
Generally Accepted Accounting Principles ("UK GAAP")) consolidated losses
before taxation of L7.4 million (1994: losses of L11.8 million) on turnover
from continuing operations of L153.7 million (1994: L154.3 million). The
consolidated losses before taxation of L7.4 million included a charge to
the profit and loss account in respect of disposals of discontinued
operations of approximately L5.7 million, compensated for by a write back
to reserves in respect of goodwill written off of L8.8 million. As at
November 30, 1995, the Company's consolidated net assets on a similar basis
amounted to L32.5 million.
On April 15, 1996, ASH announced its results for the first quarter of the
current financial year (the three months ended February 29, 1996). The
Company reported (under UK GAAP) a loss before taxation of L1.3 million on
turnover of L37.3 million.
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6. INFORMATION ON ADT
ADT, through its subsidiaries, is engaged in two service businesses;
electronic security services in North America and Europe, and vehicle
redistribution and related services in the United States. ADT is
incorporated in Bermuda.
ADT, through its subsidiaries, is the single largest provider of electronic
security services in North America and a significant provider of electronic
security services in Europe, providing continuous monitoring of commercial
and residential security systems to over 1,300,000 customers in North
America and Europe. ADT, through its subsidiaries, is also the second
largest provider of vehicle redistribution services in the United States
providing a comprehensive range of vehicle redistribution services to
vehicle dealers and owners and operators of vehicle fleets.
For the year ended December 31, 1995, ADT reported (under US Generally
Accepted Accounting Principles ("US GAAP")) net income before non-recurring
charges of US$120 million (1994: US$107 million) on net sales of US$1,525
million (1994: US$1,376 million). Approximately 72% of ADT's net sales in
1995 were derived from its electronic security services division.
For the quarter ended March 31, 1996, ADT reported (under US GAAP) net
income of US$31 million on net sales of US$354 million, after adding back
the charge of US$410 million resulting from the application of Statement of
Financial Accounting Standards Number 121. This compared with US$27
million for the comparable period in 1995 on net sales of US$373 million.
As at March 31, 1996, ADT's consolidated shareholders' equity amounted to
US$792 million.
7. EMPLOYEES
Upon the Scheme becoming effective, it is ADT's intention to integrate its
existing security services business in the United Kingdom with that of ASH
and to incorporate ASH's United States businesses into ADT's existing
operational structure in order to realize the available cost savings and
synergies, both in respect of customer acquisition and service.
ADT has confirmed that the contractual and statutory rights of employees of
the ASH Group (including their pension rights) will be fully safeguarded.
8. RECOMMENDATION
The Board of ASH, which has been so advised by the Company's financial
advisers, Charterhouse Bank Limited and Smith Barney Inc., considers the
terms of the Proposals to be fair and reasonable and in the best interests
of the shareholders
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as a whole. In providing advice to the Board, Charterhouse Bank Limited
and Smith Barney Inc. have taken into account the Board's commercial
assessment of the Proposals.
Accordingly, the Board will unanimously recommend that shareholders support
the Proposals by voting in favor of the resolutions being proposed at the
meetings referred to above.
9. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
It is expected that a circular setting out further details of the Scheme
will be despatched to shareholders in July. This will include notices
convening Court Meetings at which approval of the Proposals will be sought,
and an Extraordinary General Meeting, at which approval to amend the
Company's articles of association will be sought. It is expected that the
Scheme will become effective in September 1996. Unless it has become
effective by October 31, 1996 (or any later date which ADT and ASH may
agree and the Court may allow), the Scheme shall not become effective.
ENQUIRIES:
ASH PLC Lord Lane of Horsell (Chairman) 441 44 260 008
Tony Dignum (Chief Executive)
Peter Bertram (Finance Director)
Charterhouse
Bank Limited Paul Baines/Andy Margetts 44 171 248 4000
Smith Barney
Inc. Ralph Watts/Peter Tague 212 816 6000
Hudson Sandler
Limited Simon Hudson/Andrew Hayes 44 171 796 4133
Taylor Rafferty
Associates, Inc. Brian Rafferty 212 889 4350
AN EXCHANGE RATE OF US$1.5438/UKL (BEING THE CLOSING RATE PREVAILING ON
JUNE 18, 1996) HAS BEEN USED THROUGHOUT THIS PRESS RELEASE.
IN CONNECTION WITH THIS TRANSACTION AND IN THE PREPARATION OF THIS PRESS
RELEASE, CHARTERHOUSE BANK LIMITED AND SMITH BARNEY INC. ARE ACTING EXCLUSIVELY
FOR ASH. CHARTERHOUSE BANK LIMITED AND SMITH BARNEY INC. ARE NOT ACTING FOR ANY
OTHER PERSON AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING
PROTECTIONS AFFORDED TO CUSTOMERS OF CHARTERHOUSE BANK LIMITED OR SMITH BARNEY
INC. OR ADVISING THEM ON THIS TRANSACTION OR ON THE CONTENTS OF THIS PRESS
RELEASE. CHARTERHOUSE BANK LIMITED AND SMITH BARNEY INC. ARE REGULATED BY THE
SECURITIES AND FUTURES AUTHORITY LIMITED.
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APPENDIX
CONDITIONS OF THE SCHEME
The Scheme will comply with the appropriate requirements of the City Code on
Takeovers and Mergers.
The Scheme will become effective and binding if each of the following conditions
is fulfilled or, where capable of waiver, waived:
1. the Scheme being approved by a majority in number, representing three-
fourths in value of the shares held by those present and voting either in
person or by proxy, of the holders of:
(a) the Ordinary Shares;
(b) the 5% Preference Shares; and
(c) the 6% Preference shares;
at their respective Court Meetings (or at any adjournment thereof);
2. the passing at the Extraordinary General Meeting (or at any adjournment
thereof) of a special resolution to amend ASH's articles of association in
the manner indicated in paragraph 4 of the Press Release;
3. the Scheme being sanctioned by the Court and an office copy of the Court
Order being delivered to and registered by the Registrar of Companies no
later than October 31, 1996 or such later date as ASH, ADT and the Court
may agree;
4. the Bermuda Monetary Authority (Foreign Exchange Control) granting consent
to the issue of the ADT Common Shares being issued as consideration under
the Scheme;
5. the New York Stock Exchange approving for listing the ADT Common Shares
being issued as consideration under the Scheme for trading on that
exchange;
6. The London Stock Exchange agreeing to admit the ADT Common Shares being
issued as consideration under the Scheme to the Official List;
7. ADT receiving, in a form satisfactory to it, a no-action letter from the US
Securities and Exchange Commission in relation to the ADT Common Shares
being issued as consideration under the Scheme confirming that such issue
is exempt from registration under the US Securities Act of 1933, as
amended;
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8. the Trustee of the CCBs, ASH Capital Finance (Jersey) Limited, ASH and ADT
entering into a supplemental trust deed and ancillary documents in a form
satisfactory to ADT and on terms which give effect to the relevant
agreement in principle to add ADT as a guarantor of the CCBs and as the
party into whose share capital the conversion and exchange rights of the
CCBs are exercisable;
9. ASH, the holder of the Senior Notes and the bank acting as security trustee
in relation to the Senior Notes entering into the necessary documentation
in a form satisfactory to ADT to give effect to the agreement in principle
of the holder of the Senior Notes to cancel its rights to subscribe for
3,706,680 Ordinary Shares conditional upon the prepayment of the Senior
Notes held by it;
10. it having been established, in terms satisfactory to ADT, that the Scheme
or any matter arising from the Scheme will not be referred to the
Monopolies and Mergers Commission;
11. any waiting periods under the US Hart-Scott-Rodino Anti-trust Improvement
Act 1976 and the regulations thereunder having expired or been terminated;
12. no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, trade agency, professional association, institution,
court or any other person or body in any jurisdiction having instituted,
implemented or threatened any action, proceedings, suit, investigation or
enquiry or enacted or made, or having proposed to enact or made, any
statute, regulation, order or decision that might:
(a) make the Scheme or the proposals relating to the CCBs void, illegal or
unenforceable or directly or indirectly restrict, prohibit, delay or
otherwise interfere with the implementation of, or impose additional
material conditions or material obligations with respect to, the
Scheme or the proposals relating to the CCBs;
(b) result, directly or indirectly, in any material delay in the ability
of ADT to acquire all or any of the shares in ASH pursuant to the
Scheme or the proposals relating to the CCBs;
(c) require the divestiture by any of ASH and its subsidiary undertakings
("the ASH Group") by any of ADT and its subsidiary undertakings ("the
ADT Group") of all or any part of their respective businesses, assets
or properties or impose any material limitation on the ability of any
of them to conduct their respective businesses or own their respective
assets or properties;
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(d) impose any material limitation on the ability of any member of the ADT
Group to acquire or hold, or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares in any member of
the ASH Group or on the ability of any member of the ASH Group to
acquire or hold, or to exercise effectively, directly or indirectly,
all or any rights of ownership of shares in any other member of the
ASH Group; or
(e) otherwise materially and adversely affect the business or profits of
the ASH Group or of the ADT Group, and all applicable waiting or other
periods during which any such government, body, agency, association,
institution, court or person could institute, implement or threaten
any such action, proceedings, suit, investigation or enquiry having
expired or been terminated;
13. all authorizations, orders, recognitions, grants, consents, confirmations,
permissions and approvals necessary or appropriate for or in respect of the
Scheme (or the fulfillment of any conditions of the Scheme) and the
proposed acquisition of ASH by ADT being obtained in terms and form
satisfactory to ADT from the appropriate governments, governmental, quasi-
governmental, supranational, statutory and regulatory bodies, trade
agencies, professional associations, institutions, courts and persons and
bodies with whom any member of the ASH Group or the ADT Group has entered
into contractual arrangements and such authorizations, orders,
recognitions, grants, consents, confirmations, permissions and approvals
remaining in full force and effect and there being no indication of any
intention to revoke any of them and all necessary filings having been made
and all applicable waiting periods under any applicable legislation or
regulation in any jurisdiction having expired or been terminated and all
necessary statutory and regulatory obligations in any jurisdiction having
been complied with;
14. there being no provision of any agreement or other instrument to which any
member of the ASH Group is a party or by or to which any such member or any
of its assets may be bound or be subject which would or may, as a
consequence of the implementation of the Scheme, result, to an extent which
is material in the context of the ASH Group taken as a whole, in:
(a) any indebtedness of any such member being or becoming capable of being
repayable prior to its stated maturity or the ability of such member
of person to incur any indebtedness being withdrawn or inhibited;
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(b) any such agreement or instrument being terminated or materially and
adversely modified or any material action being taken or onerous
obligation arising thereunder;
(c) any assets of any such member being disposed of otherwise than in the
ordinary course of business;
(d) the financial or trading position or prospects of any such member
being materially and adversely affected;
(e) the interest or business of any such member in or with any person,
firm or company (or any arrangements relating to such interest or
business) being terminated or materially and adversely affected; or
(f) the creation of any mortgage, charge or other security over the whole
or any part of the business, property or assets of any such member;
except as disclosed in writing to ADT prior to the date of this Press
Release;
15. no member of the ASH Group having since November 30, 1995, (except as
disclosed in writing to ADT prior to the date of this Press Release):
(a) issued or authorized 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;
(b) declared, paid or made or proposed to declare, pay or make any
dividend or other distribution whether payable in cash or otherwise,
other than any distribution by any wholly-owned subsidiary within the
ASH Group;
(c) entered into any agreement to acquire, dispose of or transfer material
assets (other than in the ordinary course of trading);
(d) issued any debentures or incurred any indebtedness or contingent
liability which is material in the context of the ASH Group taken as a
whole;
(e) disposed of or transferred, mortgaged or encumbered any assets or any
right, title or interest in any asset which is material in the context
of the ASH Group taken as a whole;
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(f) entered into any arrangement, agreement or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term
or unusual nature or which involves or could involve an obligation of
a nature or magnitude which is material in the context of the ASH
Group taken as a whole;
(g) entered into any arrangement, agreement or commitment otherwise than
in the ordinary course of its business which is material in the
context of the ASH Group taken as a whole;
(h) entered into or varied the terms of any service agreement with any
director of ASH;
(i) in the case of ASH, proposed any voluntary winding-up; or
(j) entered into any arrangement, agreement or commitment or passed any
resolution in general meeting with respect to any of the transactions
or events referred to in this paragraph;
16. since November 30, 1995 (except as disclosed in writing to ADT prior to the
date of this Press Release):
(a) there having been no material adverse change in the financial or
trading position of the ASH Group taken as a whole;
(b) there having been no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the ASH Group is a
party (whether as plaintiff, defendant or otherwise) and no such
proceedings having been threatened against any member of the ASH Group
which in any case is likely to have a material and adverse effect on
the ASH Group taken as a whole; and
(c) no contingent liability having arisen which might be likely materially
and adversely to affect any member of the ASH Group which in any case
is likely to have a material effect on the ASH Group taken as a whole;
and
17. ADT not becoming aware after the date of this Press Release that the
financial or business information concerning the ASH Group as contained in
the information publicly disclosed at any time by any member of the ASH
Group contains a misrepresentation of fact which is material in the context
of the ASH Group taken as a whole or omits to state a fact necessary to
make the information contained therein not misleading in a manner which is
material in such context.
ADT reserves the right to waive all or any of conditions 1(b), 1(c), 2 and 7 to
17 inclusive, in whole or in part.
# # #
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Automated Security (Holdings) PLC
By: /s/ Peter Bertram
-------------------------------
Peter Bertram
Chief Financial Officer
Date of signing: June 20, 1996
