UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 14, 1998
(Date of earliest event reported)
Commission file number: 0-20704
ACX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
16000 Table Mountain Parkway, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 271-7000
(Registrant's telephone number, including area code)
Item 2. Acquisition of Assets
On January 14, 1998, ACX Technologies, Inc. ("ACX" or the
"Company") acquired control of Britton Group plc ("Britton")
pursuant to a previously announced cash tender offer. On
November 25, 1997, ACX announced the cash offer of pounds 1.40
per common share and pounds 1.00 per convertible share, or
approximately $335 million, to purchase the entire issued share
capital of Britton. With the assumption of debt and other
transaction costs, the total estimated purchase price is $420
million. The offer represents a premium of approximately 43.6
percent for the common shares and a premium of approximately 29.0
percent for the convertible shares. The offer was made pursuant
to the requirements of the London Stock Exchange and the City
Code on Takeovers and Mergers. The directors of Britton
recommended the offer.
Britton, headquartered in London, is an international packaging
group operating through two principal divisions: folding carton
and plastics, with 1996 operating profit before tax of $34.5
million on revenues of $374.7 million. The cartons division,
Universal Packaging Corporation, is a non-integrated manufacturer
of folding cartons in the United States, with capabilities in
design, printing and manufacture of multi-color folding cartons.
The plastics division of Britton includes the extrusion,
conversion and printing of polyethylene into films and bags for
industrial customers. The Company is reviewing the strategic fit
of the plastics division.
The offer was funded with $22 million cash on hand, assumed debt
of $93 million, and borrowings against a newly acquired $417
million credit facility from Morgan Guaranty Trust Company of New
York.
There is no material relationship between ACX and Britton, or any
of their respective affiliates, directors, or officers or, to the
knowledge of ACX, any associate of any such director or officer,
except that Robin Williams and Simon Beart, who were, until
January 14, 1998, Chief Executive and Finance Director,
respectively, of Britton, have agreed to act as consultants to
the Company until May 31, 1998 for pounds 10,000 per month each.
Item 7. Financial Statements & Exhibits
It is impracticable at this time for the Company to provide the
financial statements required to be filed with this Form 8-K.
The Company intends to file such required financial statements
not later than March 27, 1998.
The Offering Document related to this acquisition is filed as
Exhibit 2.
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 hereunto duly authorized.
January 28, 1998 ACX Technologies, Inc.
By:/s/ Beth A. Parish
-------------------------------
Beth A. Parish
(Controller and Principal
Accounting Officer)
Exhibit 2
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser authorised under the Financial
Services Act 1986.
If you have sold or otherwise transferred all of your Shares in
Britton Group plc, please pass this document, the accompanying
Form of Acceptance and reply-paid envelope as soon as possible to
the purchaser or transferee or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for onward
transmission to the purchaser or transferee. However, such
documents should not be forwarded or transmitted in or into the
United States, Canada, Australia or Japan.
Baring Brothers International Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for ACX
Technologies, Inc. and ACX (UK) Limited and no-one else in
connection with the Offers and will not be responsible to anyone
other than ACX Technologies, Inc. and ACX (UK) Limited for
providing the protections afforded to customers of Baring
Brothers International Limited or for giving advice in relation
to the Offers.
DLJ Phoenix Securities Limited, which is regulated by The
Securities and Futures Authority Limited, is acting for Britton
Group plc and no-one else in connection with the Offers and will
not be responsible to anyone other than Britton Group plc for
providing the protections afforded to customers of DLJ Phoenix
Securities Limited or for giving advice in relation to the
Offers.
This document should be read in conjunction with the accompanying
Form of Acceptance.
Recommended Cash Offers
by
Baring Brothers International Limited
on behalf of
ACX (UK) Limited
a wholly-owned subsidiary of
ACX Technologies, Inc.
for
Britton Group plc
Acceptances should be despatched as soon as possible and in any
event so as to be received by Lloyds Bank Registrars by no later
than 3.00 p.m. on 29th December, 1997. The procedure for
acceptance is set out on pages 9 to 12 of this document and in
the accompanying Form of Acceptance.
A letter from the Chairman of Britton Group plc containing the
recommendation of the directors of Britton Group plc appears on
pages 3 and 4 of this document.
The Offers are not being made, directly or indirectly, in or into
or by the use of the mails of, or any means or instrumentality of
interstate or foreign commerce of, or any facilities of a
national, state or other securities exchange of, the United
States, nor are they being made in Canada, Australia or Japan.
Accordingly, copies of this document and the Form of Acceptance
are not being, and must not be, mailed, transmitted or otherwise
distributed or sent in or into or from the United States, Canada,
Australia or Japan and persons receiving this document and the
Form of Acceptance (including custodians, nominees and trustees)
must not distribute or send either this document or the Form of
Acceptance in or into or from the United States, Canada,
Australia or Japan. Doing so may invalidate any purported
acceptance. Persons who intend to forward this document and its
accompanying documents outside the United Kingdom should read
paragraph 7 of Part B and Part C of Appendix I of this document
before taking any action.
CONTENTS
Page
Letter from the Chairman of Britton 3
Letter from Barings
1. Introduction 5
2. The Offers 5
3. Financial effects of acceptance 6
4. Information on ACX 7
5. Information on Britton 8
6. Background to and reasons for the Offers 8
7. United Kingdom taxation 9
8. Convertible Shares and Britton Share Option
Schemes 9
9. Britton directors, management and employees 9
10. Procedure for acceptance of the Offers 9
11. Settlement 12
12. Further information 13
13. Action to be taken 13
APPENDICES
Appendix I Conditions and further terms of the
Offers 14
Appendix II Financial information on the ACX
Group 31
Appendix III Financial information on the Britton
Group 36
Appendix IV Additional information 41
Appendix V Definitions 49
LOGO Britton Group plc
1 Castle Lane
London SW1E 6DN
3rd December, 1997
To Britton Shareholders and, for information only, to
participants in the Britton Share Option Schemes
Dear Shareholder,
RECOMMENDED CASH OFFERS BY ACX (UK) FOR BRITTON
On 25th November, 1997 ACX (through its wholly-owned subsidiary
ACX (UK) Limited) announced its intention to make recommended
offers for the entire issued share capital of your company. Full
details of the Offers are set out in this document. The Offers
have been recommended by your board and this letter sets out the
background to the Offers and the reasons for your board's
recommendation.
Terms of the Offers
The Ordinary Offer is being made on the following basis:
for each Ordinary Share 140p in cash
The Ordinary Offer represents a premium of approximately 43.6 per
cent. to the closing mid-market quotation as derived from the
Daily Official List for an Ordinary Share of 97.5p on 24th
November, 1997, being the last business day before the
announcement of the Offers.
The Convertible Offer is being made on the following basis:
for each Convertible Share 100p in cash
The Convertible Offer represents a premium of approximately 29.0
per cent. to the closing mid-market quotation as derived from the
Daily Official List for a Convertible Share of 77.5p on 24th
November, 1997, being the last business day before the
announcement of the Offers.
The Offers value the issued share capital of Britton, including
but assuming no conversion of the Convertible Shares, at
approximately pounds 198 million.
The full terms and conditions of the Offers, and the actions you
should take in order to accept them, are set out in the letter
from Barings on pages 9 to 12 and in Appendix I of this document
and in the accompanying Form of Acceptance.
Background to the Offers
The current activities of Britton Group have been successfully
built up since 1992 when Robin Williams and Simon Beart became
directors. After several years of growth the group now comprises
two divisions, a cartons division in the US and a plastics
division in the UK. Our cartons division, UPC, achieved turnover
of pounds 140 million in 1996 and is recognised as one of the
premier food carton manufacturers in the United States. In the
UK, the plastics division has been developed over six years, and
in 1996 generated a turnover of some pounds 81 million with a
strong position in the UK polythene extrusion, print and
conversion sector. Since 1992 the market capitalisation of the
group has risen from some pounds 1 million to the offer value of
pounds 198 million.
Shareholders who invested in the share placing to finance our
first acquisition in 1992 have seen their investment rise from
50p per share to the offer price of 140p per share. This has been
achieved in spite of the recent unfavourable trading environment
in the packaging sector, severe adverse currency movements and
falling stock market ratings for packaging companies.
In recent months, our trading has been encouraging, particularly
at UPC where we are seeing volume improvements even before the
benefit of the Kellogg contract secured for next year. Across the
group we are now able to look forward to significant growth for
next year as a result of recently commissioned capacity.
However, the board recognises that investor sentiment does not
favour the UK quoted packaging sector and as a result, your board
has recommended that shareholders accept an offer of 140p per
Ordinary Share from ACX (UK). In making this decision, the board
has struck a balance between the continued improvement in
prospects and continued adverse currency movements and concluded
that the Offers fairly reflect the underlying value of the
business.
Registered in England and Wales with number: 1816646
Registered office as above
Directors, management and employees
The Britton directors, with the exception of Mr. Colin Smith and
Mr. Jack Hutton, will leave the Britton board once the Offers are
or become wholly unconditional. The employment of Mr. Robin
Williams, Chief Executive, and Mr. Simon Beart, Finance Director,
will terminate at that time, although it has been agreed that
they will provide consultancy services to ACX (UK) for a further
five month period. Details of the terms of the arrangements that
have been made with the directors of Britton are set out in
Appendix IV to this document.
ACX (UK) has given assurances to the board of Britton that the
existing employment rights, including pension rights, of all
Britton employees will be fully safeguarded.
Convertible Shares and Britton Share Option Schemes
The Ordinary Offer extends to any fully paid Ordinary Shares
which are unconditionally allotted or issued while the Ordinary
Offer remains open for acceptance (or such shorter period as ACX
(UK) may, subject to the Code, decide) including Ordinary Shares
unconditionally allotted or issued pursuant to the conversion of
Convertible Shares or the exercise of options granted under the
Britton Share Option Schemes.
ACX (UK) will make appropriate proposals to optionholders under
the Britton Share Option Schemes in due course once the Offers
become or are declared unconditional in all respects.
Recommendation of the Offers
Your board, which has been so advised by DLJ Phoenix, considers
the terms of the Offers to be fair and reasonable. In providing
its advice, DLJ Phoenix has taken into account the commercial
assessments of the Britton directors. Accordingly, the Britton
directors unanimously recommend all Britton Shareholders to
accept the Offers and, except for Jack Hutton, who is resident in
the United States and to whom the Offers therefore cannot be
made, have irrevocably undertaken to do so in respect of their
own beneficial holdings of 247,742 Ordinary Shares and 1,000
Convertible Shares, representing approximately 0.18 per cent. of
Britton's issued ordinary share capital and approximately 0.03
per cent. of Britton's issued convertible preference share
capital, respectively.
Convertible Shares and CREST
Please note that for technical reasons the Company has requested
that the Convertible Shares be removed from CREST, and the
Convertible Shares have been disabled in the CREST system.
Accordingly those Convertible Shares currently held in
uncertificated form may not be transferred through CREST and are
in the process of being reconverted into certificated form.
Holders of Convertible Shares who have elected to hold such
shares within CREST will shortly receive a certificate in respect
of such Convertible Shares and may wish to await receipt of this
certificate before sending in the relevant Form of Acceptance.
Action to be taken
Your attention is drawn to the letter from Barings on pages 5 to
13 and to Appendix I of this document and the enclosed Form of
Acceptance, which together contain the full terms and conditions
of the Offers and, in particular, the procedure for accepting the
Offers, which is set out on pages 9 to 12 of this document.
You are requested to complete the relevant Form of Acceptance in
accordance with the instructions printed on the form and with the
instructions set out on pages 9 to 12 of this document, and
return it by post or by hand to Lloyds Bank Registrars, Corporate
Actions, Antholin House, 71 Queen Street, London, EC4N 1SL as
soon as possible and, in any event, so as to be received by no
later than 3.00 p.m. on 29th December, 1997. A first class reply-
paid envelope is enclosed for your convenience.
Yours sincerely,
SIGNATURE
E.W. Dawnay
Chairman
LOGO
3rd December, 1997
To Britton Shareholders and, for information only, to
participants in the Britton Share Option Schemes
Dear Sir or Madam,
RECOMMENDED CASH OFFERS ON BEHALF OF ACX (UK) FOR BRITTON
1. Introduction
On 25th November, 1997, the boards of ACX Technologies, Inc. and
Britton announced that they had reached agreement on the terms of
recommended cash offers to be made by Barings, on behalf of ACX
(UK) Limited (a wholly-owned subsidiary of ACX which subsidiary
has been formed in order to implement the Offers), for Britton.
The Offers value the total existing issued share capital of
Britton at approximately pounds 198 million, including but
assuming no conversion of the Convertible Shares.
This document contains the formal Offers to Britton Shareholders
and certain financial and other information on the ACX Group and
the Britton Group.
Your attention is drawn to the letter of recommendation from the
Chairman of Britton set out on pages 3 and 4 of this document,
which states that the board of Britton, which has been so advised
by DLJ Phoenix, considers the terms of the Offers to be fair and
reasonable. In providing its advice, DLJ Phoenix has taken into
account the directors' commercial assessments. The directors of
Britton have unanimously agreed to recommend all Britton
Shareholders to accept the Offers and, except for Jack Hutton,
who is resident in the United States and to whom the Offers
therefore cannot be made, have irrevocably undertaken to do so in
respect of their own beneficial holdings of 247,742 Ordinary
Shares, representing approximately 0.18 per cent. of Britton's
existing issued ordinary share capital and 1,000 Convertible
Shares, representing approximately 0.03 per cent. of Britton's
issued convertible preference share capital. In addition, the
directors of Britton, other than Jack Hutton, have undertaken to
accept the Ordinary Offer in respect of other Ordinary Shares in
which they may become interested (other than those shares to be
acquired under an Inland Revenue approved share scheme).
Shortly following the announcement of the Offers, ACX (UK)
acquired Ordinary Shares at a price of 140p by means of market
purchases and as at 2nd December, 1997 (the latest practicable
date prior to the publication of this document) owned 6,250,000
Ordinary Shares (representing approximately 4.5 per cent. of the
existing issued ordinary share capital of Britton).
2. The Offers
A: The Ordinary Offer
On behalf of the Offeror, Barings hereby offers to acquire, on
the terms and subject to the conditions set out or referred to in
this document and in the relevant Form of Acceptance, all of the
Ordinary Shares (other than those already owned or agreed to be
acquired by the ACX Group) on the following basis:
for each Ordinary Share 140p in cash
The Ordinary Offer represents a premium of approximately 43.6 per
cent. to the closing middle market quotation as derived from the
Daily Official List for an Ordinary Share of 97.5p on 24th
November, 1997, the last business day prior to the announcement
of the Offers.
Baring Brothers International Limited
Address and registered office:
60 London Wall, London EC2M 5TQ
Registered in England No. 3039098
REGULATED BY THE SECURITIES AND FUTURES AUTHORITY LIMITED
B: The Convertible Offer
On behalf of the Offeror, Barings hereby offers to acquire, on
the terms and subject to the conditions set out or referred to in
this document and in the relevant Form of Acceptance, all of the
Convertible Shares (other than those already owned or agreed to
be acquired by the ACX Group) on the following basis:
for each Convertible Share 100p in cash
The Convertible Offer represents a premium of approximately 29.0
per cent. to the closing middle market quotation as derived from
the Daily Official List for a Convertible Share of 77.5p on 24th
November, 1997, the last business day prior to the announcement
of the Offers.
The Convertible Offer is conditional on the Ordinary Offer
becoming or being declared unconditional in all respects.
The provisions of the Articles of Association of Britton have the
effect that if and when the Ordinary Offer becomes wholly
unconditional, Britton shall give notice to the holders of
Convertible Shares. Such shareholders will, for a period of 42
days immediately following the date of such notice, be entitled
to convert their Convertible Shares into Ordinary Shares in
accordance with the provisions of the Articles of Association at
a conversion rate of 56.66 Ordinary Shares for every 100
Convertible Shares so converted. If the Ordinary Offer is then
open for acceptance, the holders of Convertible Shares who have
received Ordinary Shares on conversion will then, if they so
wish, be able to accept the Ordinary Offer in respect of such
Ordinary Shares. Holders of Convertible Shares should note that
the consideration which they will receive by accepting the
Convertible Offer is likely to be greater than the consideration
which they would receive by exercising their right to convert
their Convertible Shares into Ordinary Shares and accepting the
Ordinary Offer (if it is then open for acceptance).
Ordinary Shares and Convertible Shares which are the subject of
the Offers will be acquired fully paid and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption
and other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain in full all dividends
and other distributions (if any) declared, made or payable on or
after 25th November, 1997, excluding the interim dividend on the
Ordinary Shares in respect of the six months ended 30th June,
1997 which was paid on 25th November, 1997.
To accept the relevant Offer, you must complete the relevant Form
of Acceptance enclosed with this document in accordance with the
instructions printed thereon and as set out in paragraph 10 of
this letter, and return it, by post or by hand, to Lloyds Bank
Registrars, Corporate Actions, Antholin House, 71 Queen Street,
London, EC4N 1SL as soon as possible, but in any event so as to
be received not later than 3.00 p.m. on 29th December, 1997.
Further terms and conditions of the Offers are set out in
Appendix I of this document and in the accompanying Form of
Acceptance.
3. Financial effects of acceptance
The following tables show, for illustrative purposes only and on
the bases and assumptions set out in the notes below, the
financial effects of acceptance of the Offers on capital value
and gross income for an accepting holder of 100 Ordinary Shares
or 100 Convertible Shares, if the Offers become or are declared
unconditional in all respects.
Notes pounds
A. Capital value
Ordinary Offer
- --------------
Cash consideration for 100 Ordinary Shares
under the Ordinary Offer 140.0
Market value of 100 Ordinary Shares (i) 97.5
Increase in capital value 42.5
-----
This represents an increase of 43.6%*
Convertible Offer
- -----------------
Cash consideration for 100 Convertible Shares
under the Convertible Offer 100.0
Market value of 100 Convertible Shares (ii) 77.5
Increase in capital value 22.5
-----
This represents an increase of 29.0%*
B. Gross income
Ordinary Offer
- --------------
Gross income from cash consideration under
the Ordinary Offer (iii) 9.04
Gross dividend income on 100 Ordinary Shares (iv) 4.29
Increase in gross income 4.75
------
This represents an increase of 110.7%*
Convertible Offer
- -----------------
Gross income from cash consideration under
the Convertible Offer (iii) 6.46
Gross dividend income on 100 Convertible
Shares (v) 5.63
Increase in gross income 0.83
------
This represents an increase of 14.7%*
* No account has been taken of any liability to taxation
Notes:
(i) The market value shown in the table above for 100
Ordinary Shares is based on the closing middle market
quotation of 97.5p per Ordinary Share as derived from the
Daily Official List on 24th November, 1997, the last business
day prior to the announcement of the Offers.
(ii) The market value shown in the table above for 100
Convertible Shares is based on the closing middle market price
of 77.5p per Convertible Share as derived from the Daily
Official List for 24th November, 1997, the last business day
prior to the announcement of the Offers.
(iii) The cash consideration received is assumed to be
reinvested so as to yield 6.46 per cent. per annum, being the
FTSE Actuaries Government Securities UK Index average gross
redemption yield for medium coupon UK gilts with maturities of
five to fifteen years as published in the Financial Times on
2nd December, 1997, the last business day prior to the
publication of this document.
(iv) The income on Ordinary Shares is based on the total net
dividends of 3.43p per Ordinary Share comprising the final
dividend of 1.98p in respect of the year ended 31st December,
1996 and the interim dividend of 1.45p declared in respect of
the six months ended 30th June, 1997.
(v) The gross dividend income on Convertible Shares is based
on the annual dividend of 4.5p (net) per Convertible Share.
4. Information on ACX
In 1992, Adolph Coors Company, the third largest brewery in the
US, spun off all of its non-brewing assets to create ACX. ACX is
listed on the New York Stock Exchange and had a market
capitalisation of $749 million (pounds 443 million) on 2nd
December, 1997.
Through its two primary businesses, ACX manufactures innovative,
value-added industrial products. Graphic Packaging Corporation
(''GPC'') produces high performance folding cartons, rollstock
and laminations, and flexible packaging. Coors Ceramics Company
(''CCC'') provides enabling technology through advanced technical
ceramics and other engineered materials.
Packaging
GPC specialises in value added packaging and is a leader in
high visibility graphics for promotional packaging and
barrier packages which protect from moisture and aroma.
Markets for these cartons include beverages, detergents,
soaps, quick service restaurants, tobacco and dry cereal.
GPC's flexible packaging products include bags, pouches and
high barrier laminations for pet foods, beverages, personal
care items, confections, snack foods, agriculture and
medical devices. In 1996, GPC accounted for 49 per cent.
($346.5 million; pounds 205.0 million) of ACX's total net
sales and had operating income of $41.0 million (pounds 24.3
million).
Ceramics
The largest independent ceramics company in the US, CCC is a
world leader in the development and manufacture of advanced
technical ceramics and other engineered materials. With 20
worldwide locations, CCC focuses on providing enabling
technology to enhance customer products and processes. Its
engineering expertise allows CCC to constantly explore new
materials, processes and applications, pioneering solutions
for rapidly changing and growing industries. In 1996, CCC
accounted for 39 per cent. ($276.4 million; pounds 163.6
million) of ACX's total net sales and had operating income
of $44.2 million (pounds 26.2 million).
Other technologies
Golden Technologies, a third business unit of ACX, has
several diverse developmental companies, the largest one
participating in the distribution, integration and marketing
of solar electric systems and products for wireless power
applications through a majority owned subsidiary, Photocomm,
Inc. Other projects include the development of biodegradable
plastics made from renewable sources and a small corn wet-
milling operation. Earlier this year, ACX announced its
desire to eliminate any future losses associated with Golden
Technologies beginning in 1998.
For the year to 31st December, 1996 ACX's net sales were $712.4
million (pounds 421.5 million). Profit before tax on continuing
operations was $22.4 million (pounds 13.3 million).
For the nine months ended 30th September, 1997, ACX reported
unaudited net sales of $546.7 million (pounds 323.5 million) and
total profit before tax of $30.8 million (pounds 18.2 million).
The consolidated net assets of ACX as at 30th September, 1997
were $420.2 million (pounds 248.6 million).
5. Information on Britton
Britton is an international packaging group operating through two
principal divisions: cartons and plastics.
Cartons division
Britton's cartons division, UPC, is one of the largest non-
integrated manufacturers of folding cartons in the United
States. The principal activities of this division are the
design, printing and manufacture of multi-colour folding
cartons primarily for the frozen and dried food industries.
In 1996, the carton division achieved profit before tax
excluding exceptional items of pounds 12.9 million on
turnover of pounds 140.1 million.
Plastics division
The principal activities of this division are the extrusion,
conversion and printing of polyethylene into a wide range of
films and bags for industrial customers. The plastics
division is the second largest polythene extruder and
converter in the United Kingdom. Product areas include
hygiene films, industrial liners and bags, garment film,
shrink packaging for food manufacturers and security
packaging. In 1996, the plastics division achieved profit
before tax excluding exceptional items of pounds 8.7 million
on turnover of pounds 81.6 million.
For the year ended 31st December, 1996, Britton reported profit
before tax (after exceptional items of pounds 1.2 million) of
pounds 20.4 million on turnover of pounds 221.7 million. Earnings
per share after exceptional items were 10.60p (11.45p before
exceptional items) and net dividends per share amounted to 3.30p
for the year.
For the six months ended 30th June, 1997, Britton reported
unaudited profit before tax of pounds 7.9 million on turnover of
pounds 109.5 million. Earnings per ordinary share were 4.2p. As
at 30th June, 1997, Britton's consolidated net assets were pounds
72.1 million.
6. Background to and reasons for the Offers
Since 1992, ACX has successfully concentrated on two core
businesses: speciality packaging and advanced technical ceramics
and other engineered materials.
GPC has achieved significant growth in sales and operating income
over the past few years as it has expanded its capabilities,
broadened its product base and generated access to new markets.
This commitment to growth, both internally and through strategic
acquisitions, has been demonstrated through GPC's ability to
outperform the packaging industry in operating margins. GPC has
also demonstrated its ability to successfully integrate plant
acquisitions as evidenced in its two most recent acquisitions of
Gravure International, a flexible packaging company with
locations in the US and Canada, and Gravure Packaging, a
speciality folding carton company in Richmond, Virginia.
The acquisition of Britton, coupled with ACX's specialised
experience in the packaging sector, will increase ACX's
capabilities in this sector, complement its existing folding
cartons and flexible packaging operations and also provide
significant operational benefits for ACX and Britton in the
consolidating packaging industry. Over the last two years,
Britton Group has made capital investments of over $80 million in
UPC for modernised, cost efficient facilities.
Including the assumption of debt and other transaction costs, the
total acquisition cost of Britton is estimated to be
approximately $420 million (pounds 249 million). The
consideration payable under the Offers is to be financed from
ACX's own resources and a new bank facility. The strong cash flow
of Britton Group and its potential for earnings growth in 1998
should make this transaction non-dilutive to ACX in the first
year. (This should not, however, be interpreted to mean that
earnings per share will necessarily be greater than those for any
preceding financial period.)
Upon completion of the Offers, ACX intends to continue to operate
Britton's plastics division while evaluating its strategic fit
with ACX's packaging business.
7. United Kingdom taxation
The information in this paragraph, which is intended as a general
guide only and which is based on current law and Inland Revenue
practice in the UK (which may change), summarises certain of the
UK tax implications of acceptance of the Offers for Britton
Shareholders who are resident and/or ordinarily resident in the
UK for tax purposes and who hold their Shares as investments and
not for trading purposes. A shareholder who is in any doubt about
his tax position or who is subject to tax in any jurisdiction
other than the UK should consult an independent professional
adviser.
(a) Taxation of capital gains
A disposal of Shares by a Britton Shareholder resident or
ordinarily resident for tax purposes in the UK or a Britton
Shareholder who carries on a trade, profession or vocation in the
UK through a branch or agency and has used, held or acquired the
Shares for the purposes of such trade, profession or vocation or
such branch or agency may give rise to a chargeable gain or an
allowable loss for the purposes of UK taxation of capital gains.
The sale of Shares by a Britton Shareholder under the Offers will
constitute a disposal for the purposes of UK taxation of
chargeable gains. Such a disposal may, depending on the
individual circumstances of the Britton Shareholder, give rise to
a liability to tax on any capital gain realised.
(b) UK stamp duty and stamp duty reserve tax
No UK stamp duty or stamp duty reserve tax will be payable by a
Britton Shareholder on the transfer of Shares pursuant to the
Offers.
8. Convertible Shares and Britton Share Option Schemes
The Ordinary Offer extends to any fully paid Ordinary Shares
which are unconditionally allotted or issued while the Ordinary
Offer remains open for acceptance (or such shorter period as ACX
(UK) may, subject to the Code, decide) including Ordinary Shares
unconditionally allotted or issued pursuant to the conversion of
Convertible Shares or the exercise of options granted under the
Britton Share Option Schemes.
ACX (UK) will make appropriate proposals to option holders under
the Britton Share Option Schemes in due course once the Offers
become or are declared unconditional in all respects.
9. Britton directors, management and employees
ACX (UK) has given assurances to the board of Britton that the
existing employment rights, including pension rights, of all
Britton employees will be fully safeguarded.
The Britton directors, with the exception of Mr. Colin Smith and
Mr. Jack Hutton, will leave the Britton board once the Offers are
or become wholly unconditional. The employment of Mr. Robin
Williams, Chief Executive, and Mr. Simon Beart, Finance Director,
will also terminate at that time, although it has been agreed
that they will provide consultancy services to ACX (UK) for a
further five month period. Details of the terms of the
arrangements that have been made with the directors of Britton
and the consultancy arrangements for Mr. Robin Williams and Mr.
Simon Beart are set out in paragraphs 7 and 8 of Appendix IV of
this document.
10. Procedure for acceptance of the Offers
This section should be read together with the notes on the Form
of Acceptance. If you hold both Ordinary Shares and Convertible
Shares you will receive a separate form in respect of each
holding and you should fill out both forms, the white form in
respect of the Ordinary Shares and the blue form in respect of
the Convertible Shares.
(a) To accept either of the Offers
To accept either of the Offers you must complete Boxes 1, 2 and 3
(and, if your Ordinary Shares are in CREST, also Box 5-see
paragraph (e) below). You must also sign Box 4 of the enclosed
Form of Acceptance in the presence of a witness who should sign
in accordance with the instructions thereon, and (whether or not
your Ordinary Shares are in CREST) return it as set out below.
You should note that, if you hold Shares in both certificated and
uncertificated form, you should complete a separate Form of
Acceptance for each holding. Similarly, you should complete a
separate Form of Acceptance for Shares held in uncertificated
form, but under different member account IDs, and for Shares held
in certificated form but under different designations.
(b) Ordinary Shares and/or Convertible Shares in certificated
form (i.e. not in CREST)
If your Shares are in certificated form, the completed Form of
Acceptance and your share certificate(s) and/or other document(s)
of title should be returned by post or by hand to Lloyds Bank
Registrars, Corporate Actions, Antholin House, 71 Queen Street,
London EC4N 1SL, as soon as possible, but in any event so as to
be received not later than 3.00 p.m. on 29th December, 1997. A
reply-paid envelope is enclosed for your convenience. No
acknowledgement of receipt of documents will be given.
(c) Convertible Shares currently held in uncertificated form
(i.e. in CREST)
As noted in the letter from your Chairman contained in this
document Britton has for technical reasons requested that the
Convertible Shares be removed from CREST and the Convertible
Shares have been disabled in the CREST system. Accordingly those
Convertible Shares currently held in uncertificated form may not
be transferred through CREST and are in the process of being
reconverted into certificated form and acceptances of the
Convertible Offer may not be settled through CREST. Holders of
Convertible Shares who have elected to hold them within CREST
will shortly receive a certificate in respect of such shares and
may wish to await receipt of this certificate before sending in
the relevant Form of Acceptance. The procedure set out in
paragraph (b) above will apply to acceptances of the Convertible
Offer.
(d) Share certificates not readily available or lost
If your Shares are in certificated form but your share
certificate(s) and/or other document(s) of title is/are not
readily available or is/are lost, the Form of Acceptance should
nevertheless be completed, signed and returned as stated above so
as to be received not later than 3.00 p.m. on 29th December,
1997, together with any share certificate(s) and/or other
document(s) of title that you may 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. No acknowledgement of
receipt of document(s) will be given.
In the case of loss, you should then write to CI Registrars, PO
Box 30, Victoria Street, Luton, Bedfordshire, LU1 2PZ, for a
letter of indemnity for lost share certificates and/or other
document(s) of title which, when completed in accordance with the
instructions given, should be returned to Lloyds Bank Registrars
at the address set out in paragraph (b) above.
(e) Additional procedures for Ordinary Shares in CREST
If, at the time of acceptance of the Ordinary Offer, your
Ordinary Shares are in uncertificated form, you should insert in
Box 5 of the white Form of Acceptance the participant ID and
member account ID under which such shares are held by you in
CREST and otherwise complete and return the Form of Acceptance as
described above. In addition, you should take (or procure to be
taken) the action set out below to transfer the Ordinary Shares
in respect of which you wish to accept the Ordinary Offer to an
escrow balance, specifying Lloyds Bank Registrars (in its
capacity as a CREST participant under Lloyds Bank Registrars'
participant ID referred to below) as the escrow agent, as soon as
possible and in any event so that the transfer to escrow
(''TTE'') settles not later than 3.00 p.m. on 29th December,
1997.
If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Your CREST sponsor will
be able to confirm details of your participant ID and the member
account ID under which your Ordinary Shares are held. In
addition, only your CREST sponsor will be able to send the TTE
instruction to CRESTCo in relation to your Ordinary Shares.
You should send (or, if you are a CREST sponsored member, procure
that your CREST sponsor sends) a TTE instruction to CRESTCo which
must be properly authenticated in accordance with CRESTCo's
specifications and which must contain, in addition to the other
information that is required for a TTE instruction to settle in
CREST, the following details:
> the number of Ordinary Shares to be transferred to an
escrow balance.
> your member account ID. This must be the same account ID
as the member account ID that is inserted in Box 5 of
the white Form of Acceptance.
> your participant ID. This must be the same participant
ID as the participant ID that is inserted in Box 5 of
the white Form of Acceptance.
> the participant ID of the escrow agent, Lloyds Bank
Registrars, in its capacity as a CREST receiving agent.
This is 2RA75.
> the member account ID of the escrow agent. This is
RA548601.
> the Form of Acceptance Reference Number. This is a
Reference Number that appears at the top of page 3 of
the Form of Acceptance. This Reference Number should be
inserted in the first eight characters of the shared
note field on the TTE instruction. Such insertion will
enable Lloyds Bank Registrars to match the transfer to
escrow to your Form of Acceptance. You should keep a
separate record of this Reference Number for future
reference.
> the intended settlement date. This should be as soon as
possible and in any event not later than 3.00 p.m. on
29th December, 1997.
After settlement of the TTE instruction, you will not be able to
access the Ordinary Shares concerned in CREST for any transaction
or charging purposes. If the Ordinary Offer becomes or is
declared unconditional in all respects the escrow agent will
transfer the Ordinary Shares concerned to itself in accordance
with paragraph (d) of Part C of Appendix I of this document.
You are recommended to refer to the CREST Manual published by
CRESTCo for further information on the CREST procedures outlined
above. For ease of processing you are requested, wherever
possible, to ensure that a Form of Acceptance relates to only one
transfer to escrow.
If no Form of Acceptance Reference Number, or an incorrect Form
of Acceptance Reference Number, is included on the TTE
instruction, Lloyds Bank Registrars may treat any Ordinary Shares
transferred to an escrow balance in favour of the escrow agent
specified above from the participant ID and member account ID
identified in the TTE instruction as relating to any Form(s) of
Acceptance which relate(s) to the same member account ID and
participant ID (up to the amount of Ordinary Shares inserted or
deemed to be inserted on the Form(s) of Acceptance concerned).
You should note that CRESTCo does not make available special
procedures in CREST for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your
CREST sponsor) to enable a TTE instruction relating to Ordinary
Shares to settle prior to 3.00 p.m. on 29th December, 1997. In
this connection you are referred in particular to those sections
of the CREST Manual concerning practical limitations of the CREST
system and timings.
Lloyds Bank Registrars will make an appropriate announcement if
any of the details contained in this paragraph (e) alter for any
reason.
You should note that, since the Convertible Shares are in the
process of being removed from CREST, acceptances of the
Convertible Offer may not be settled through CREST. Holders of
Convertible Shares should refer to paragraphs (a) to (c) above.
(f) Deposits of Ordinary Shares into, and withdrawals of
Ordinary Shares from, CREST
Normal CREST procedures (including timings) apply in relation to
any Ordinary Shares that are, or are to be, converted from
uncertificated to certificated form, or from certificated to
uncertificated form, during the course of the Ordinary Offer
(whether any such conversion arises as a result of a transfer of
Ordinary Shares or otherwise). Holders of Ordinary Shares who are
proposing so to convert any such shares are recommended to ensure
that the conversion procedures are implemented in sufficient time
to enable the person holding or acquiring the shares as a result
of the conversion to take all necessary steps in connection with
an acceptance of the Ordinary Offer (in particular, as regards
delivery of share certificate(s) and/or other document(s) of
title or transfers to an escrow balance as described above) prior
to 3.00 p.m. on 29th December, 1997.
(g) Validity of acceptances
Forms of Acceptance signed and validly received but otherwise
completed incorrectly will be treated as valid acceptances of the
relevant Offer in respect of all the Shares comprised in the
relevant Form of Acceptance.
Without prejudice to the above and to paragraph 2(b) of Part B of
Appendix I, ACX (UK) reserves the right, subject to the Code, to
treat as valid any acceptance of either of the Offers and any
election thereunder which is not entirely in order or which is
not accompanied by the relevant share certificate(s) and/or other
document(s) of title or not covered by the relevant transfer to
escrow (as applicable). In this event, no payment of
consideration under the relevant Offer will be made until after
the relevant share certificate(s) and/or other document(s) of
title or indemnities satisfactory to the Offeror in lieu thereof,
have been received by Lloyds Bank Registrars or (as applicable)
the relevant transfer to escrow has been settled.
(h) Overseas shareholders
The Offers are not being made, directly or indirectly, in or into
or by the use of the mails of, or by any means or instrumentality
or foreign commerce of, or any facilities of a national, state or
other securities exchange of the United States, nor are they
being made in Canada, Australia or Japan.
The attention of Britton Shareholders who are citizens, nationals
or residents of jurisdictions outside the United Kingdom (and any
persons, including without limitation, any custodian, nominee or
trustee who may have an obligation to forward any document in
connection with the Offers outside the United Kingdom) is drawn
to paragraph 7 of Part B and to paragraph (b) of Part C of
Appendix I and to the relevant provisions of the Form of
Acceptance.
The availability of the Offers to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Any acceptances of the Offers by Britton Shareholders who are
unable to give the representations and warranties set out in
paragraph (b) of Part C of Appendix I are liable to be
disregarded.
If you are in any doubt as to the procedure for acceptance,
please contact Lloyds Bank Registrars by telephone on 0171 489
3232. You are reminded that, if you are a CREST sponsored member,
you should contact your CREST sponsor before taking any action.
11. Settlement
Subject to the Offers becoming or being declared unconditional in
all respects (and, in the case of Britton Shareholders not
resident in the UK, except as provided in paragraph 7 of Part B
of Appendix I) the cash consideration to which any Britton
Shareholder is entitled under the Offers 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), as follows:
(i) in the case of acceptances received, complete in all
respects, by the date on which the Offers become or are
declared unconditional in all respects, within 14 days
of such date; or
(ii)in the case of acceptances received, complete in all
respects, after such date but while the Offers remain
open for acceptance, within 14 days of the receipt of
such acceptances.
All such cash payments will be made in pounds sterling by cheque
drawn on a branch of a UK clearing bank.
Where an acceptance relates to Ordinary Shares in uncertificated
form, settlement of any cash consideration to which the accepting
Britton Shareholder is entitled will be posted or despatched by
means of CREST by the Offeror procuring the creation of an
assured payment obligation in favour of the Britton Shareholder's
payment bank in respect of the cash consideration due, in
accordance with the CREST assured payment arrangements.
If the Offers do not become unconditional in all respects, (i)
the Form(s) 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
Offers lapsing to the person or agent whose name and address
(being outside the United States, Canada, Australia or Japan) is
set out in the appropriate box on 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);
and/or (ii) Lloyds Bank Registrars will, immediately after the
lapsing of the Offers (or within such longer period as the Panel
may permit, not exceeding 14 days of the lapsing of the Offers)
give TTE instructions to CRESTCo to transfer all relevant
Ordinary Shares held in escrow balances and in relation to which
it is the escrow agent for the purposes of the Ordinary Offer to
the original available balances of the Britton Shareholders
concerned.
All documents and remittances sent by or to Britton Shareholders
or their appointed agents will be sent at their own risk.
12. Further information
Your attention is drawn to the Appendices which contain further
information and form part of this document.
13. Action to be taken
To accept the relevant Offer, you must complete the relevant Form
of Acceptance enclosed with this document, whether or not your
Shares are in CREST, in accordance with the instructions printed
thereon and in paragraph 10(a) of this letter, and return it, by
post or by hand, to Lloyds Bank Registrars, Corporate Actions,
Antholin House, 71 Queen Street, London, EC4N 1SL as soon as
possible, but in any event so as to be received not later than
3.00 p.m. on 29th December, 1997.
In addition, if your Ordinary Shares are in CREST you must take
the action described in paragraph 10(e) above.
Yours faithfully,
on behalf of Baring Brothers International Limited
Mark Burch
Director
Hugo Robson
Director, Corporate Finance
APPENDIX I
Conditions and further terms of the Offers
PART A: CONDITIONS OF THE OFFERS
1. The Ordinary Offer
The Ordinary Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the
first closing date of the Ordinary Offer (or such later
time(s) and/or date(s) as the Offeror may, subject to
the rules of the Code, decide) in respect of not less
than 90 per cent. (or such lesser percentage as the
Offeror may decide) in nominal value of Ordinary Shares
to which the Ordinary Offer relates, provided that this
condition will not be satisfied unless the Offeror
(together with any other member of the ACX Group) shall
have acquired or agreed to acquire (pursuant to the
Ordinary Offer or otherwise) Ordinary Shares carrying in
aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of
Britton including for this purpose, to the extent (if
any) required by the Panel, any votes attributable to or
attaching to any Ordinary Shares which have been
unconditionally allotted or issued before the date on
which the Ordinary Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the
exercise of conversion or subscription rights or
otherwise and for this purpose:
(i) the expression ''Ordinary Shares to which the
Ordinary Offer relates'' shall be construed in
accordance with Sections 428 and 430(F) of the
Companies Act 1985; and
(ii)Ordinary Shares which have been unconditionally
allotted but not issued shall be deemed to carry the
voting rights they will carry upon their being
entered in the register of members of Britton;
(b) the Office of Fair Trading indicating, in terms
satisfactory to the Offeror, that it is not the
intention of the Secretary of State for Trade and
Industry to refer the proposed acquisition of Britton by
the Offeror or any matter arising therefrom to the
Monopolies and Mergers Commission;
(c) the expiration or termination of the waiting period
following the filing of Hart-Scott-Rodino Notification
and Report Forms with respect to the Offers, as required
by the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the related rules promulgated by
the United States Federal Trade Commission, and provided
further that neither the United States Federal Trade
Commission nor the United States Department of Justice
object to or announce an intention to prohibit
consummation of the Offers or impose conditions on
consummation of the Offers which would, or which might
reasonably be expected to, lead to the occurrence of any
matter referred to in paragraphs (d)(i) to (vi) below;
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative
body, trade agency, professional association,
institution, court or any other person or body
whatsoever in any jurisdiction (each a ''Third Party'')
having instituted, implemented or threatened, or having
decided to institute, implement or threaten, any action,
proceeding, suit, investigation, enquiry or reference or
having made, proposed or enacted or required any action
to be taken or information to be provided which would or
might:
(i) make the Offers or their implementation or the
proposed acquisition by the Offeror of any or all
Ordinary Shares or Convertible Shares, or the
proposed acquisition of control of Britton by the
ACX Group, void, illegal or unenforceable under the
laws of any jurisdiction, or restrict, prohibit or
otherwise, directly or indirectly, delay or
otherwise interfere with the implementation of, or
impose additional conditions or obligations with
respect to, or otherwise challenge, the Offers or
the acquisition of any or all Ordinary Shares or
Convertible Shares or control of Britton by the ACX
Group;
(ii)require or prevent the divestiture by any member of
the ACX Group or any member of the Wider ACX Group
or by any member of the Britton Group or the Wider
Britton Group of all or any material portion of
their respective businesses, assets or properties or
impose any limitation on the ability of any of them
to conduct their respective businesses or to own
their respective assets or property or any material
part of them;
(iii) impose any limitation on, or result in a delay
in, the ability of any member of the Wider ACX Group
to acquire, directly, or indirectly, or to hold or
exercise effectively all or any rights of ownership
in respect of Ordinary Shares, Convertible Shares or
other securities (or the equivalent) in any member
of the Wider Britton Group or the Wider ACX Group
respectively or to exercise management control over
any such member;
(iv)save pursuant to the Offers or Part XIIIA of the
Companies Act 1985, require any member of the Wider
ACX Group or of the Wider Britton Group to offer to
acquire any shares in any member of the Wider
Britton Group owned by any third party;
(v) result, directly or indirectly, in a delay in the
ability of any member of the ACX Group, or render
any member of the ACX Group unable, to acquire some
or all of the Ordinary Shares or the Convertible
Shares; or
(vi)otherwise affect the business, profits or prospects
of any member of the Wider ACX Group or of the Wider
Britton Group, in each case which would be material
in the context of the relevant group taken as a
whole,
and all applicable waiting and other time periods during
which any Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference under the laws of
any jurisdiction having expired, lapsed or been
terminated;
(e) all necessary filings having been made and all
appropriate waiting periods (including any extension(s)
thereof) under any applicable legislation or regulation
in any jurisdiction having expired, lapsed or been
terminated and no notice of any intention to revoke any
of the same having been received, in each case as may be
necessary in connection with the Offers or the
acquisition by any member of the Wider ACX Group of any
shares in, or control of, Britton and all
authorisations, orders, recognitions, grants, consents,
clearances, confirmations, licences, permissions and
approvals necessary or appropriate for or in respect of
the Offers or the proposed acquisition of any securities
in, or control of, Britton by any member of the Wider
ACX Group having been obtained in terms and in a form
satisfactory to the Offeror from all appropriate Third
Parties or persons with whom any member of the Wider ACX
Group has entered into contractual arrangements and all
such authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences,
permissions and approvals remaining in full force and
effect at the time the Offers become otherwise
unconditional and there being no intimation of any
intention to revoke or amend or not to renew the same in
connection with the Offers under the laws or regulations
of any jurisdiction and all necessary statutory or
regulatory obligations in any jurisdiction having been
complied with;
(f) save as disclosed in writing to the Offeror prior to
25th November, 1997 there being no provision of any
arrangement, agreement, lease, licence, permit or other
instrument to which any member of the Wider Britton
Group or any partnership or company in which any member
of the Wider Britton Group has a substantial interest
(an ''associate'') is a party or by or to which any such
member or associate or any of their respective assets
may be bound or be subject which could, in consequence
of the Offers or the proposed acquisition of Ordinary
Shares and/or Convertible Shares by the Offeror or
because of a change in the control or management of
Britton, result in:
(i) any monies borrowed by, or any other indebtedness,
actual or contingent, of any such member or
associate becoming repayable or capable of being
declared repayable immediately or prior to the
stated repayment date in such arrangement,
agreement, licence, permit or instrument or the
ability of such member or associate to incur any
indebtedness being withdrawn or inhibited or being
capable of being withdrawn or prohibited;
(ii)the creation of any mortgage, charge or other
security interest over the whole or any part of the
business, property or assets of any such member or
associate or any such security (whenever arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease,
licence, permit or instrument being or becoming
capable of being terminated or adversely modified or
affected or any action being taken or any obligation
or liability arising thereunder;
(iv)any assets or interests of any such member or
associate 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;
(v) the respective value or financial or trading
position, profits or prospects of any such member or
associate being prejudiced or adversely affected;
(vi)the interests or business of any such member or
associate in or with any other person, firm or
company (or any arrangements relating to such
interests or business) being adversely affected; or
(vii) any such member or associate ceasing to be able
to carry on business under any name under which it
at present does so,
(in any such case to an extent which is material in the
context of the Wider Britton Group taken as a whole) and
no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other
instrument to which any member of the Wider Britton
Group or any associate is a party or by or to which any
such member or associate or any of its assets is bound,
entitled or subject, is likely to result in any of the
events or circumstances as are referred to in sub-
paragraphs (i) to (vii) of this paragraph (f) (in any
such case to an extent which is material in the context
of the Wider Britton Group taken as a whole);
(g) save as disclosed in writing to the Offeror prior to
25th November, 1997 or as disclosed in the Annual Report
and Accounts of Britton for the year ended 31st
December, 1996 or the interim statement of Britton for
the half year to 30th June, 1997 or as publicly
announced by Britton to the London Stock Exchange prior
to the date hereof, no member of the Wider Britton Group
having since 31st December, 1996:
(i) (save for transactions solely with wholly-owned
subsidiaries of Britton) issued or agreed to or
authorised or proposed or announced its intention to
authorise or propose 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 for options granted and the issue of shares
pursuant to the exercise of options granted before
30th September, 1997 under the Britton Share Option
Schemes or for shares issued or arising on
conversion of any of the Convertible Shares);
(ii) save for the interim dividend paid by Britton in
respect of the period to 30th June, 1997,
recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or
otherwise other than to Britton or wholly owned
subsidiaries of Britton;
(iii) merged with any body corporate or (other than
in the ordinary course of business) authorised,
proposed or announced an intention to authorise or
propose any merger or acquisition, demerger,
disposal or transfer, or granted or created any
mortgage, charge, security or other encumbrance over
assets (including shares and trade investments) or
over any right, title or interest in any asset;
(iv) authorised, proposed or announced its intention to
authorise or propose any change to its share or loan
capital (save for any Ordinary Shares allotted upon
the exercise of options granted before 30th
September, 1997 under the Britton Share Option
Schemes);
(v) issued or proposed the issue of any debentures or
(save in the ordinary course of business) incurred
any indebtedness or contingent liability;
(vi) entered into any arrangement, agreement, trans-
action or commitment (whether in respect of capital
expenditure, trading obligations or otherwise) which
is of a loss making, long term, onerous or unusual
nature or which involves or could involve an
obligation of such a nature or magnitude or which is
other than in the ordinary course of business or
which would be restrictive on the business of any
member of the Wider Britton Group or the Wider ACX
Group;
(vii) entered into or varied the terms of, or made
any offer (which remains open for acceptance) to
enter into or vary the terms of, any service
agreement or agreement for services with any
director of Britton;
(viii) announced a proposal to purchase, redeem or
repay, or purchased redeemed or repaid, any of its
own shares or other securities;
(ix) proposed any voluntary winding-up;
(x) implemented, authorised, proposed or announced
its intention to implement any reconstruction,
amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the
ordinary course of business;
(xi) entered into any arrangement, agreement or
commitment or passed any resolution or made any
offer (which remains open for acceptance) with
respect to any of the transactions, matters or
events referred to in this paragraph;
(xii) waived or compromised any material claim;
(xiii) terminated or varied the terms of any agreement
or arrangement between any member of the Wider
Britton Group and any other person in a manner which
would or might be expected to have a material
adverse effect on the financial position or
prospects of the Britton Group; or
(xiv) taken any corporate action or had any legal
proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or
any of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such
person appointed;
(h) save as disclosed in writing to the Offeror prior to
25th November, 1997 or as disclosed in the Annual Report
and Accounts of Britton for the year ended 31st
December, 1996 or the interim statement of Britton for
the half year to 30th June, 1997 or as publicly
announced by Britton to the London Stock Exchange prior
to the date hereof, since 31st December, 1996 and prior
to the date on which the Offers become otherwise
unconditional;
(i) there having been no material adverse change in
the business, financial or trading position or profits
or prospects of the Wider Britton Group taken as a
whole; and
(ii) no litigation, arbitration proceedings, prosecu-
tion or other legal proceedings having been threatened,
announced, intimated or instituted by or remaining
outstanding against any member of the Wider Britton
Group (whether as plaintiff or defendant or
otherwise) and no investigation by a Third Party
against or in respect of any member of the Wider
Britton Group having been instituted, threatened or
announced by or against or remaining outstanding in
respect of any member of the Wider Britton Group
which in any such case might have a materially
adverse effect on the Wider Britton Group taken as a
whole; and
(iii) no contingent or other liability having arisen
or become apparent which is likely to have a
materially adverse effect on the Wider Britton Group
taken as a whole;
(i) the Offeror not having discovered that:
(i) the financial, business or other information
publicly disclosed at any time by or on behalf of
any member of the Wider Britton Group contains a
misrepresentation of fact or omits to state a fact
necessary to make the information contained therein
not misleading;
(ii) any past or present member of the Wider Britton
Group has not complied with all applicable laws,
statutes, ordinances and regulations of any
jurisdiction and other requirements of any Third
Party with regard to environmental matters or that
there has been a disposal, discharge, spillage,
storage, treatment, transport, leak or emission of
waste or hazardous substance or any substance or
matter which may cause harm to the environment or
human health (a ''Discharge''), which non-compliance
or Discharge would or might give rise to any
liability (whether actual or contingent) which is
material in the context of the Wider Britton Group
taken as a whole;
(iii) there is, or is likely to be, any liability
(whether actual or contingent) 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 Wider Britton Group or any
controlled waters under any environmental
legislation, regulation, notice, circular or order
of any Third Party or otherwise in any jurisdiction
which is material in the context of the Wider
Britton Group taken as a whole; or
(iv)any member of the Wider Britton Group is subject to
any liability, contingent or otherwise, which is not
disclosed in the Annual Report and Accounts of
Britton for the year ended 31st December, 1996 or
the interim statement of Britton for the half-year
to 30th June, 1997 which is material in the context
of the Wider Britton Group taken as a whole;
(j) no receiver, administrative receiver or other
encumbrancer having been appointed over any of the
assets of any member of the Wider Britton Group; and
(k) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the
first closing date of the Convertible Offer (or such
later time(s) and/or date(s) as the Offeror may, subject
to the rules of the Code, decide) in respect of not less
than 90 per cent. (or such lesser percentage as the
Offeror may decide) in nominal value of Convertible
Shares to which the Convertible Offer relates and, for
this purpose, the expression ''Convertible Shares to
which the Convertible Offer relates'' shall be construed
in accordance with sections 428 and 430(F) of the
Companies Act 1985.
The Offeror reserves the right to waive all or any of conditions
(b) to (k) both inclusive, in whole or in part. Conditions (b) to
(k) both inclusive must be satisfied as at, or waived on or
before midnight on the 21st day after the later of the first
closing date of the Offers and the date on which condition (a) is
satisfied (or in each case such later date as the Panel may
agree), or the Offers will lapse.
2. The Convertible Offer
The Convertible Offer is conditional on the Ordinary Offer
becoming or being declared unconditional in all respects.
The Offers will lapse if the proposed acquisition of Britton is
referred to the Monopolies and Mergers Commission before 3.00
p.m. (London time) on the first closing date of the Offers or on
the date on which the Offers become or are declared unconditional
as to acceptances, whichever is the later. If the Offers so
lapse, the Offers will cease to be capable of further acceptance
and accepting Britton Shareholders and the Offeror will cease to
be bound by any Forms of Acceptance submitted before the time
when the Offers lapse.
The Offers will extend to any Ordinary Shares and Convertible
Shares which are issued or unconditionally allotted prior to the
date on which the Offers close (or such earlier date, not
(without the consent of the Panel) being earlier than the date on
which the Offers become or are declared unconditional as to
acceptances or, if later, the first closing date of the Offers,
as the Offeror may decide) as a result of the exercise of options
under the Britton Share Option Schemes or otherwise.
PART B: FURTHER TERMS OF THE OFFERS
The following further terms apply to the Offers.
Unless the context otherwise requires, any reference in this
document and in the relevant Form of Acceptance to acceptances of
the relevant Offer shall include deemed acceptances of the
relevant Offer.
Unless the context otherwise requires, any reference in Parts B
and C of this Appendix I and in the Form of Acceptance:
(i) to the ''Offer'' includes either or both of the Offers
(as the context may require) and any revision,
variation, renewal or extension of either or both of the
Offers;
(ii) to the Offer becoming ''unconditional'' includes the
Offer being declared unconditional;
(iii) to the Offer becoming ''unconditional'' is to be
construed as the Ordinary Offer becoming or being
declared unconditional as to acceptances, whether or not
any other condition of the Offer remains to be
fulfilled;
(iv) to the ''acceptance condition'' is to the condition as
to acceptances in paragraph (a) of Part A of this
Appendix I and any reference to the Ordinary Offer
becoming unconditional as to acceptances is to be
construed accordingly;
(v) to the ''Offer Document'' is to this document and any
other document containing the Offers; and
(vi) to an ''extension of the Offer'' includes an extension
of the date by which the acceptance condition has to be
satisfied.
1. Acceptance period
(a) The Offer is initially open for acceptance until 3.00
p.m. on 29th December, 1997.
(b) Although no revision is envisaged, if the Offer is
revised it will remain open for acceptance for a period
of at least 14 days (or such other period as may be
permitted by the Panel) following the date on which
written notification of the revision is posted to
Britton Shareholders. Except with the consent of the
Panel, no revision of the Offer may be made and no
revised Offer Document may be posted after 18th January,
1998, or, if later, the date which is 14 days before the
last date on which the Offer is able to become
unconditional.
(c) The Offer, whether revised or not, is not (except with
the consent of the Panel) capable of becoming
unconditional after midnight on 1st February, 1998 (or
any other time or date beyond which the Offeror has
stated that the Offer will not be extended and in
respect of which it has not withdrawn that statement),
nor of being kept open for acceptance after that time or
date unless it has previously become unconditional,
provided that the Offeror reserves the right, with the
permission of the Panel, to extend the time for the
Offer to become unconditional to (a) later time(s) or
date(s).
(d) If the Offer becomes unconditional, it will remain open
for acceptance for not less than 14 days after the date
on which it would otherwise have expired. If the Offer
becomes unconditional and it is stated that the Offer
will remain open until further notice, the Offeror will
give not less than 14 days' notice in writing to Britton
Shareholders who have not accepted the Offer before
closing it.
(e) If a competitive situation arises after a ''no
increase'' and/or ''no extension'' statement (as
referred to in the Code) has been made by or on behalf
of the Offeror in relation to the Offer, the Offeror
may, if it specifically reserves the right to do so at
the time the statement is made or otherwise with the
consent of the Panel, withdraw the statement provided
that it complies with the requirements of the Code and
in particular:
(i) that it announces the withdrawal as soon as possible
and in any event within four business days after the
day of the firm announcement of the competing offer
or other competitive situation;
(ii) it notifies the Britton Shareholders in writing
of the withdrawal (or, in the case of Britton
Shareholders with registered addresses outside the
United Kingdom, or whom the Offeror knows to be
nominees holding Shares for such persons, by
announcement in the United Kingdom) at the earliest
practicable opportunity; and
(iii) any Britton Shareholders who accept the Offer
after the ''no increase'' and/or ''no extension''
statement are given a right of withdrawal as
described in paragraph 4(d) of Part B of this
Appendix I.
The Offeror may, if it specifically reserves the right
to do so at the time the statement is made, choose not
to be bound by the terms of a ''no increase'' or ''no
extension'' statement which would otherwise prevent the
posting of an increased or improved offer provided that
such offer is recommended for acceptance by the board of
directors of Britton or in other circumstances permitted
by the Panel.
2. Acceptance condition
(a) For the purpose of determining whether the acceptance
condition is satisfied, the Offeror may only take into
account acceptances received or purchases of Shares made
in respect of which all relevant documents are received
by Lloyds Bank Registrars:
(i) by 3.00 p.m. on 1st February, 1998 (or any other
time and/or date beyond which the Offeror has stated
that the Ordinary Offer will not be extended and has
not withdrawn that statement); or
(ii)if the Ordinary Offer is extended with the consent
of the Panel, such later time(s) or date(s) as the
Panel may agree.
If the latest time at which the Ordinary Offer may
become unconditional is extended beyond midnight on 1st
February, 1998, acceptances received and purchases made
in respect of which the relevant documents are received
by Lloyds Bank Registrars after 3.00 p.m. on the
relevant day may (except where the Code permits
otherwise) only be taken into account with the agreement
of the Panel.
(b) Except as otherwise agreed by the Panel, and
notwithstanding the right reserved by the Offeror to
treat a Form of Acceptance as valid even though not
entirely in order or not accompanied by the relevant
share certificate(s) and/or other document(s) of title:
(i) acceptances of the Ordinary Offer will only be
treated as valid for the purposes of the acceptance
condition if the relevant requirements of Note 4
and, if applicable, Note 6 on Rule 10 of the Code
are satisfied in respect of it; and
(ii) a purchase of Ordinary Shares by the Offeror or
its nominees, or (if the Offeror is required by the
Panel to make an offer for Shares under Rule 9 of
the Code) by a person acting in concert with the
Offeror or its nominees, will only be treated as
valid for the purposes of the acceptance condition
if the relevant requirements of Note 5 and, if
applicable, Note 6 on Rule 10 of the Code are
satisfied in respect of it; and
(iii) before the Ordinary Offer may become or be
declared unconditional, Lloyds Bank Registrars must
have issued a certificate to the Offeror or Barings
(or their respective agents) which states the number
of Ordinary Shares in respect of which acceptances
have been received and the number of Ordinary Shares
otherwise acquired, whether before or during the
Offer period, which comply with the relevant
provisions of this paragraph 2(b). A copy of such
certificate will be sent to the Panel and to DLJ
Phoenix as soon as possible after it is issued.
(c) For the purpose of determining whether the acceptance
condition is satisfied, the Offeror shall not be bound
(unless required by the Panel) to take into account any
Ordinary Shares which have been unconditionally allotted
or issued or which arise as a result of the exercise of
subscription or conversion rights before the
determination takes place unless Britton has given
written notice to Lloyds Bank Registrars at the address
specified in paragraph 4(b) below, on behalf of ACX
(UK), containing relevant details of the allotment,
issue, subscription or conversion. Notification by telex
or facsimile transmission does not constitute written
notice for this purpose.
3. Announcements
(a) By 8.30 a.m. on the business day (the ''relevant day'')
following the date on which the Offer is due to expire,
becomes unconditional, is revised or is extended (or
such later time and/or date as the Panel may agree), the
Offeror shall make an appropriate announcement and
simultaneously inform the London Stock Exchange of the
position. In the announcement, the Offeror shall state
(unless otherwise permitted by the Panel) the total
number of Shares and rights over Shares (as nearly as
practicable):
(i) for which acceptances of the Offer have been
received;
(ii) held by or on behalf of the Offeror or an person
deemed to be acting in concert with the Offeror
before the Offer period;
(iii) acquired or agreed to be acquired by or on
behalf of the Offeror or any person deemed to be
acting in concert with the Offeror for the purposes
of the Offer during the Offer period; and
(iv) for which acceptances of the Offer have been
received from any person acting or deemed to be
acting in concert with the Offeror for the purposes
of the Offer,
and the announcement shall specify the percentage of the
relevant class of issued share capital of Britton
represented by each of these figures.
(b) Any decision to extend the time 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 or date
as the Panel may agree. The announcement will state the
next expiry time and date unless the Offer is then
unconditional, in which case a statement that the Offer
will remain open until further notice may instead be
made.
(c) In calculating the number of Shares represented by
acceptances and purchases, the Offeror may only include
acceptances and purchases if they could be counted
towards fulfilling the acceptance condition under Notes
4 and 5 on Rule 10 of the Code, unless the Panel agrees
otherwise. Subject to this, the Offeror may include or
exclude, for announcement purposes, acceptances and
purchases not in all respects in order or which are
subject to verification.
(d) In this Appendix I, a reference to the making of an
announcement or the giving of notice by the Offeror
includes the release of an announcement by the Offeror's
public relations consultants or Barings, in each case on
behalf of the Offeror, to the press and the delivery by
hand or telephone, telex or facsimile or other
electronic transmission of an announcement to the London
Stock Exchange. An announcement made otherwise than to
the London Stock Exchange will be notified
simultaneously to the London Stock Exchange.
4. Rights of withdrawal
(a) Except as provided by this paragraph 4 and paragraph
6(a) of this Part B, acceptances shall be irrevocable.
(b) If the Offeror announces the Offer to be unconditional
and then 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 other requirements specified in
paragraph 3(a) of this Part B, an accepting Britton
Shareholder may withdraw his acceptance by written
notice signed by such person (or his agent duly
appointed in writing and evidence of whose appointment
in writing in a form satisfactory to the Offeror is
produced with the notice) given by post or by hand to
Lloyds Bank Registrars, Corporate Actions, Antholin
House, 71 Queen Street, London, EC4N 1SL on behalf of
the Offeror. Subject to paragraph 1(c) of this Part B,
this right of withdrawal may be terminated not less than
eight days after the relevant day by the Offeror
confirming, if such is the case, that the Offer is still
unconditional as to acceptances and complying with the
other requirements specified in paragraph 3(a) of this
Part B. If such confirmation is given, the first period
of 14 days referred to in paragraph 1(d) of this Part B
will run from the date of that confirmation and
compliance.
(c) If by 3.00 p.m. on 19th January, 1998 (or such later
time and/or date as the Panel may agree), the Offer has
not become unconditional, an accepting Britton
Shareholder may withdraw his acceptance by written
notice given by post or by hand (as specified above) to
Lloyds Bank Registrars, at the address and in the manner
specified in paragraph 4(b) above, at any time before
the earlier of (i) the time that the Offer becomes
unconditional and (ii) the final time for the lodgement
of acceptances which can be taken into account in
accordance with paragraph 2(a) of this Part B.
(d) If a ''no increase'' and/or ''no extension'' statement
is withdrawn in accordance with paragraph 1(e) of this
Part B, a person who accepts the Offer after the date of
the statement may withdraw his acceptance by written
notice given by post or by hand to Lloyds Bank
Registrars, at the address and in the manner specified
in paragraph 4(b) above, for a period of eight days
following the date on which the Offeror posts the notice
of the withdrawal of such statement to Britton
Shareholders.
(e) In this paragraph 4, ''written notice'' (including any
letter of appointment, direction or authority) means
notice in writing signed by the relevant person(s)
accepting the Offer (or his/their agent(s) duly
appointed in writing and evidence of whose appointment
satisfactory to the Offeror is produced with the
notice). Telex or facsimile transmission or copies will
not be sufficient to constitute written notice. No
notice which is postmarked in, or otherwise appears to
the Offeror or its agents to have been sent from, the
United States, Canada, Australia or Japan will be
treated as valid.
5. Revised Offer
(a) Although no revision is envisaged, if the Offer in its
original or any previously revised form(s) is revised
(either in its terms and conditions or in the value of
the consideration offered or otherwise), the benefit of
the revised Offer will, subject as provided in
paragraphs 5(b), (c) and 7 of this Part B, be made
available to a Britton Shareholder who has accepted the
Offer (in its original or any revised form(s)) (a
''Previous Acceptor'') provided the revised Offer
represents, on the date on which it is announced (on
such basis as Barings may consider appropriate), an
improvement or no diminution in the value of the
consideration offered compared with the consideration
previously offered. The acceptance by a Previous
Acceptor of the Offer (in its original or any revised
form(s)) shall, subject as provided in paragraphs 5(b),
(c) and 7 of this Part B, be deemed an acceptance of the
revised Offer and shall constitute the appointment of
any director of the Offeror or of Barings as his
attorney and/or agent with authority:
(i) to accept the revised Offer on his behalf;
(ii) if the revised Offer includes alternative forms
of consideration, to make elections on his behalf in
the proportions the attorney and/or agent in his
absolute discretion thinks fit; and
(iii) to execute on his behalf and in his name any
further documents required to give effect to such
elections or acceptances.
In making any election or acceptance, the attorney
and/or agent shall take into account the nature of any
previous acceptance or election made by or on behalf of
the Previous Acceptor and other facts or matters he may
reasonably consider relevant.
(b) The deemed acceptance and/or election referred to in
paragraph 5(a) of this Part B shall not apply and the
power of attorney and authorities conferred by that
paragraph shall not be exercised if, as a result, the
Previous Acceptor would (on such basis as Barings may
consider appropriate) receive less in aggregate in
consideration under the revised Offer than he would have
received in aggregate in consideration as a result of
his acceptance of the Offer in the form originally
accepted by him or on his behalf, unless such Previous
Acceptor has previously agreed in writing to receive
less in aggregate in consideration. The authorities
conferred by paragraph 5(a) of this Part B shall not be
exercised in respect of any election available under the
revised Offer save in accordance with this paragraph.
(c) The deemed acceptance and/or election referred to in
paragraph 5(a) of this Part B shall not apply and the
power of attorney and the authorities conferred by that
paragraph shall be ineffective in the case of a Previous
Acceptor who lodges, within 14 days of the posting of
the document containing the revised Offer, a Form of
Acceptance (or any other form issued on behalf of the
Offeror) in which he validly elects to receive
consideration receivable by him/her under the revised
Offer in some other manner.
(d) Subject to paragraph 5(c) of this Part B, the
authorities and power of attorney conferred by this
paragraph 5 and any acceptances of any revised Offer
and/or any election in relation to it shall be
irrevocable unless and until the Previous Acceptor
withdraws his acceptance having become entitled to do so
under paragraph 4 of this Part B.
(e) Subject to paragraph 2(b) of this Part B, the Offeror
and Barings reserve the right to treat an executed Form
of Acceptance relating to the Offer which is received
after the announcement of any revised Offer as a valid
acceptance of the revised Offer (and, where applicable,
a valid election for the alternative forms of
consideration). Such acceptance shall constitute an
authority in the terms of paragraph 5(a) of this Part B
on behalf of the relevant Britton Shareholder.
6. General
(a) Except with the consent of the Panel, the Offer will
lapse unless all the conditions relating to the Offer
have been fulfilled or, where appropriate, have been and
continue to be satisfied or have been waived by midnight
on 19th January, 1998 or within 21 days of the date on
which the Offer becomes unconditional whichever is the
later, or such date as the Offeror, with the consent of
the Panel, may decide, provided that the Offeror shall
be under no obligation to waive or treat as satisfied
any of the conditions set out in paragraphs (b) to (k)
both inclusive of Part A of this Appendix I by a date
earlier than the latest date specified above for
satisfaction thereof, notwithstanding that the other
conditions of the Offer may at such earlier date have
been waived or satisfied and that there are at such
earlier date no circumstances indicating that any such
conditions may not be capable of satisfaction. If the
Offer lapses for any reason:
(i) it will not be capable of further acceptance;
(ii) accepting Britton Shareholders and the Offeror
will not be bound by Forms of Acceptance submitted
before the time the Offer lapses; and
(iii) Forms of Acceptance, share certificates and
documents of title will be returned by post (or by
such other method as the Panel may approve) within
14 days of the Offer lapsing to the person (or first-
named person of joint holders) or agent whose name
and address outside the United States, Canada,
Australia and Japan is set out in the relevant box
on the Form of Acceptance or otherwise to the first-
named holder at his registered address outside the
United States, Canada, Australia and Japan. Lloyds
Bank Registrars will immediately after the lapsing
of the Offer give instructions to CRESTCo to
transfer all Ordinary Shares held in escrow balances
and in relation to which it is the escrow agent for
the purposes of the Ordinary Offer to the original
available balances of the Britton Shareholders
concerned.
(b) The expression ''Offer period'' when used in this
document means the period beginning on 25th November,
1997 and ending on the later of:
(i) 3.00 p.m. on 29th December, 1997;
(ii) the date on which the Offer lapses; and
(iii) the date on which the Offer becomes
unconditional.
(c) Except with the consent of the Panel, settlement of the
consideration to which any Britton 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 the Offeror or Barings may
otherwise be, or claim to be, entitled against such
Britton Shareholder and will be posted not later than 14
days after the date on which the Offer becomes
unconditional in all respects or 14 days after receipt
of a valid and complete acceptance, whichever is the
later.
(d) The terms, provisions, instructions and authorities
contained or deemed incorporated in the Form of
Acceptance also constitute part of the terms of the
relevant Offer. A word or expression defined in this
document has the same meaning when used in the Form of
Acceptance unless the context otherwise requires. The
provisions of this Appendix I shall be deemed to be
incorporated in and form part of the Form of Acceptance.
(e) If the expiry date of the Offer is extended, a reference
in this document and in the Form of Acceptance to 29th
December, 1997 shall (except in paragraph 6(b) of this
Part B and where the context requires otherwise) be
deemed to refer to the expiry date of the Offer as so
extended.
(f) Any omission to despatch this document, the Form of
Acceptance or any notice required to be despatched under
the terms of the Offer to, or any failure to receive the
same by, any person to whom the Offer is, or should be,
made shall not invalidate the Offer in any way. Subject
to the provisions of paragraph 7 of this Part B, the
Offer is made to any Britton Shareholder to whom this
document and the Form of Acceptance or any related
document may not have been despatched, and these persons
may collect the relevant documents from Lloyds Bank
Registrars and/or Barings at their respective addresses
set out in paragraph (l) below.
(g) Without prejudice to any other provision of this Part B
of Appendix I, the Offeror and Barings reserve the right
to treat acceptances of the Offer as valid if received
by Lloyds Bank Registrars or otherwise on behalf of the
Offeror at any place or in any manner determined by them
otherwise than as set out in this document or in the
Form of Acceptance.
(h) If sufficient acceptances are received, the Offeror
intends to apply the provisions of Sections 428 to
430(F) of the Companies Act 1985 to acquire compulsorily
any outstanding Shares to which the Offer relates and to
apply for cancellation of Britton's listing on the
London Stock Exchange.
(i) All powers of attorney, appointments 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 Britton Shareholder concerned and are
irrevocable (in respect of powers of attorney in
accordance with section 4 of the Powers of Attorney Act
1971) except in the circumstances where the donor of the
power of attorney or authority validly withdraws his
acceptance in accordance with paragraph 4 of this Part
B.
(j) No acknowledgement of receipt of any Form of Acceptance,
transfer by means of CREST or document of title will be
given. All communications, notices, certificates,
documents of title and remittances to be delivered by,
or sent to or from, Britton Shareholders or their
designated agent(s) will be delivered or sent at their
own risk.
(k) The Offeror and Barings reserve the right to notify any
matter, including the making of the Offer, to a Britton
Shareholder:
(i) with a registered address outside the United
Kingdom; or
(ii) whom the Offeror knows to be a custodian, trustee or
nominee holding Shares for persons who are citizens,
residents or nationals of jurisdictions outside the
United Kingdom,
by announcement or by paid advertisement in a newspaper
published and circulated in the United Kingdom. The notice
shall be deemed to have been validly given, despite any
failure by a Britton Shareholder to receive or see such
notice. Except in respect of paragraph 4(e) of this Part B,
reference in this document to a notice or the provision of
information in writing by or on behalf of the Offeror is to
be construed accordingly.
(l) The Offer is made at 3.00 p.m. on 3rd December, 1997 and
is capable of acceptance from and after that time. Forms
of Acceptance and copies of this document may be
collected from Lloyds Bank Registrars, at the address
specified in paragraph 4(b), and/or Barings, 60 London
Wall, London EC2M 5TQ. The Offer is made by means of
this document and by means of an advertisement dated 4th
December, 1997 to be inserted in the London edition of
The Financial Times.
(m) The Offer, all acceptances of the Offer and all
contracts made pursuant thereto and action taken or made
(or deemed to have been taken or made) under any of the
foregoing are governed by and shall be construed in
accordance with English law. Execution by or on behalf
of a Britton Shareholder of a Form of Acceptance
constitutes his irrevocable submission to the
jurisdiction of the courts of England in relation to all
matters arising in connection with the Offer and his
agreement that nothing shall limit the right of the
Offeror or Barings to bring any action, suit or
proceeding arising out of or in connection with the
Offer in any other manner permitted by law or any court
of competent jurisdiction.
(n) Shares which are the subject of the Offer will be
acquired by the Offeror fully paid and free from all
liens, charges, encumbrances, equitable interests,
rights of pre-emption and other third party rights of
any nature whatsoever and together with all rights
attaching thereto, including the right to receive in
full all dividends and other distributions declared,
paid or made on or after 25th November, 1997 excluding
the interim dividend on the Ordinary Shares in respect
of the six months ended 30th June, 1997, which was paid
on 25th November, 1997.
(o) If the Offeror is required by the Panel to make an offer
for Shares under the provisions of Rule 9 of the Code,
the Offeror may make such alterations to the conditions
of the Offer as are necessary to comply with the
provisions of that Rule.
(p) All references in this Appendix I to any statute or
statutory provision shall include a statute or statutory
provision which amends, consolidates or replaces the
same (whether before or after the date hereof).
7. Overseas shareholders
(a) The making of the Offer in, or to certain persons
resident in, or nationals or citizens of, jurisdictions
outside the United Kingdom (''overseas shareholders'')
or to nominees of or trustees for overseas shareholders
may be affected by the laws of the relevant
jurisdiction. Overseas shareholders should inform
themselves of and observe any applicable legal
requirements. It is the responsibility of overseas
shareholders wishing to accept the Offer to satisfy
themselves as to the full observance of the laws of the
relevant jurisdiction or territory in connection with
the Offer. This includes the obtaining of any
governmental, exchange control or other consents which
may be required, compliance with other necessary
formalities needing to be observed and the payment of
any issue, transfer or other taxes due in such
jurisdiction. Overseas shareholders are responsible for
any such issue, transfer or other taxes or payments by
whosoever payable and the Offeror and Barings, and
respective affiliates, shall be fully indemnified and
held harmless by overseas shareholders for any such
issue, transfer or other taxes or payments which the
Offeror or Barings may be required to pay. If you are an
overseas shareholder and you are in doubt about your
position, you should consult your professional adviser
in the relevant jurisdiction.
(b) The Offer is not being made, directly or indirectly, in
or into the United States, Canada, Australia or Japan or
by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or
any facility of a national state or other securities
exchange of, the United States, Canada, Australia or
Japan. This includes, but is not limited to, facsimile
transmission, telex and telephone.
Accordingly, copies of this document, the Form of
Acceptance and any related offer documents are not
being, and must not be, mailed or otherwise distributed
or sent in, into or from the United States, Canada,
Australia or Japan, including to Britton Shareholders or
participants in the Britton Share Option Schemes with
registered address in the United States, Canada,
Australia or Japan or to persons whom the Offeror knows,
or has reason to believe, to be custodians, trustees or
nominees holding Shares for persons with addresses in
the United States, Canada, Australia or Japan. Persons
receiving such documents (including, without limitation,
custodians, nominees and trustees) must not distribute,
mail or send them in, into or from the United States,
Canada, Australia or Japan or use the United States,
Canadian, Australian or Japanese mails or any such
means, instrumentality or facility for any purpose,
directly or indirectly, in connection with the Offer,
and doing so will invalidate any related purported
acceptance of the Offer. Persons wishing to accept the
Offer must not use the United States, Canadian,
Australian or Japanese mails or any such means,
instrumentality or facility for any purpose directly or
indirectly relating to acceptance of the Offer.
Envelopes containing Forms of Acceptance in respect of
the Offer should not be postmarked in the United States,
Canada, Australia or Japan or otherwise despatched from
those jurisdictions and all acceptors must provide
addresses outside the United States, Canada, Australia
or Japan for the receipt of the consideration to which
they are entitled under the Offer or for the return of
Forms of Acceptance, share certificates or other
documents of title.
(c) Subject as provided below, a Britton Shareholder will be
deemed not to have accepted the Offer if:
(i) he puts ''NO'' in Box 7 of the Form of Acceptance
and thereby cannot give the representation and
warranties set out in paragraph (b) of Part C of
this Appendix I;
(ii) he completes Box 1 of the Form of Acceptance with
an address of a person 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;
(iii) he inserts in Box 6 of the Form of Acceptance
an address of the United States, Canada, Australia
or Japan as the address of the person to whom he
wishes the consideration to which he is entitled
under the Offer to be redirected; or
(iv) the Form of Acceptance received from him is in an
envelope postmarked in, or which otherwise appears
to the Offeror or its agents to have been sent from,
the United States, Canada, Australia or Japan.
The Offeror reserves the right, in its sole discretion,
to investigate, in relation to any acceptance, whether
the representations and warranties set out in paragraph
(b) of Part C of this Appendix I have been truthfully
given by the relevant Britton Shareholder and, if such
investigation is made and, as a result, the Offeror
cannot satisfy itself that such representation and
warranties are true and correct, such acceptance shall
not be valid.
(d) If any person (including, without limitation, any
custodians, nominees and/or trustees), despite the
restrictions referred to in paragraph 7(b) of this Part
B and whether pursuant to a contractual or legal
obligation or otherwise, forwards this document, the
Form of Acceptance or any related offer document in,
into or from the United States, Canada, Australia or
Japan or uses the mails or means or instrumentality
(including, without limitation, facsimile transmission,
telex and telephone) of interstate or foreign commerce
of, or any facilities of a national securities exchange
of, the United States, Canada, Australia or Japan in
connection with such forwarding, such person should:
(i) inform the recipient of such fact;
(ii) explain to the recipient that such actio may
invalidate any purported acceptance by the
recipient; and
(iii) draw the attention of the recipient to this
paragraph 7.
Notwithstanding the above, the Offeror may in its sole
and absolute discretion provide cash consideration to a
North American Person or a person in or resident of
Australia or Japan if requested to do so by or on behalf
of that person and if the Offeror is satisfied, in that
particular case, that to do so would not constitute a
breach of any securities or other relevant legislation
of the United States, Canada, Australia or Japan, as
appropriate.
(e) If any written notice from a Britton Shareholder
withdrawing his acceptance in accordance with paragraph
4 of this Part B is received in an envelope postmarked
in, or which otherwise appears to the Offeror or its
agents to have been sent from, the United States,
Canada, Australia or Japan, the Offeror reserves the
right, in its absolute discretion, to treat such notice
as invalid.
(f) The provisions of this paragraph 7 and any other terms
of the Offer relating to overseas shareholders may be
waived, varied or modified as regards specific Britton
Shareholders or on a general basis by the Offeror in its
sole discretion but only if the Offeror is satisfied
that such waiver, variance or modification will not
constitute a breach of any applicable securities or
other laws. Subject to this discretion, the provisions
of this paragraph 7 supersede and will apply in lieu of
any terms of the Offer contained in this document
inconsistent with them. A reference in this paragraph 7
to a Britton Shareholder includes the person or persons
executing a Form of Acceptance and, in the event of more
than one person executing the Form of Acceptance, the
provisions of this paragraph 7 apply to them jointly and
severally.
(g) As used herein and in the Form of Acceptance, the
''United States'' means the United States of America,
its territories and possessions, any state of the United
States of America, the District of Columbia and all
other areas subject to its jurisdiction; ''Australia''
means the Commonwealth of Australia, its states,
territories and possessions; and ''Canada'' means
Canada, its provinces and territories.
(h) ''US person'' means:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organisd or
incorporated under the laws of the United States or
any state thereof;
(iii) any estate of which any executor or
administrator is a US person;
(iv) any trust of which any trustee is a US person;
(v) any agency or branch of a non-United States
entity located in the United States;
(vi) any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or
other fiduciary for the benefit or account of a US
dealer;
(vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or
other fiduciary organised, incorporated or (if an
individual) resident in the United States; and
(viii) any partnership or corporation, if:
(aa)organised or incorporated under the laws of any
non-United States jurisdiction; or
(bb)formed by a US person principally for the
purpose of investing in securities not
registered under the US Act, unless it is
organised or incorporated and owned by
accredited investors (as defined in Rule 501(a)
under the US Act) who are not natural persons,
estates or trusts.
''North American Person'' means a person whose last
address as shown on the register of members of Britton
is in Canada and/or a US person.
(i) Notwithstanding paragraph 7(h) of this Part B, any
discretionary account or similar account (other than an
estate or trust) held for the benefit of a non-US person
by a dealer or other professional fiduciary organised,
incorporated or (if an individual) resident in the
United States shall not be deemed a US person.
(j) Notwithstanding paragraph 7(h) of this Part B, any
estate of which any professional fiduciary acting as
executor, or administrator is a US person shall not be
deemed a US person if:
(i) an executor or administrator of the estate who is
not a person has whole or shared investment
discretion with respect to the assets of the estate;
and
(ii) the estate is governed by non-United States law.
(k) Notwithstanding paragraph 7(h) of this Part B, any trust
of which any professional fiduciary acting as a trustee
of a US person shall not be deemed a US person if a
trustee who is not a US person has sole or shared
investment discretion with respect to the trust assets,
and no beneficiary of the trust (and no settler, if the
trust is revocable) is a US person.
(l) Notwithstanding paragraph 7(h) of this Part B, an
employee benefit plan established and administered in
accordance with the law of a country other than the
United States and customary practices and documentation
of any such country shall not be deemed a US person.
(m) Notwithstanding paragraph 7(h) of this Part B, any
agency or branch of a US person located outside the
United States shall not be deemed a US person if:
(i) the agency or branch operates for valid business
reasons; and
(ii) the agency or branch is engaged in the business of
insuring or banking and is subject to substantive
insurance or banking regulation, respectively, in
the jurisdiction where located.
(n) The International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the
African Development Bank, the United Nations and their
agencies, affiliates and pension plans, and any other
similar international organisations, their agencies,
affiliates and pension plans shall not be deemed US
persons.
PART C: FORM OF ACCEPTANCE
Without prejudice to the terms of the Form of Acceptance and the
provisions of Parts A and B of this Appendix I, each Britton
Shareholder who executes and lodges or who has had executed
and/or had lodged on his behalf a Form of Acceptance with Lloyds
Bank Registrars irrevocably (and so as to bind himself, his
representatives, his heirs, successor and assigns):
(a)
(i) accepts the Offer in respect of the number of Shares
inserted or deemed to be inserted in Box 3 of the
Form of Acceptance on and subject to the terms and
conditions set out or referred to in this document
and the Form of Acceptance. If a number is inserted
in Box 3 which exceeds a Britton Shareholder's
holding of Shares, or if no number is inserted in
Box 3, the acceptance will be deemed to have been
made in respect of such Britton Shareholder's entire
holding.
(ii)undertakes to execute any further documents, take
any further action and give any further assurances
which may be required to enable the Offeror to
obtain the full benefit of this Part C and/or to
perfect any of the authorities expressed to be given
hereunder and otherwise in connection with his
acceptance of the Offer;
(b) represents and warrants to the Offeror and Barings that,
unless he has written ''NO'' in Box 7 of the Form of
Acceptance:
(i) he has not received or sent copies or originals of
this document, the Form of Acceptance or any related
offer document in, into or from the United States,
Canada, Australia or Japan;
(ii)he has not used in connection with the Offer or the
execution or delivery of the Form of Acceptance,
directly or indirectly, the mails of, or any means
or instrumentality (including, without limitation,
facsimile transmission, telex and telephone) of
interstate or foreign commerce of, or of any
facility of a national securities exchange of, the
United States, Canada, Australia or Japan;
(iii) the Form of Acceptance has not been mailed or
otherwise sent in, into or from the United States,
Canada, Australia or Japan and he is accepting the
Offer from outside the United States, Canada,
Australia and Japan;
(iv)if he is, or is acting on behalf of, a US person, he
or such US person, as the case may be, is outside
the United States within the meaning of Regulation S
of the US Act; and
(v) he is not delivering the Form of Acceptance from, or
as agent of or on behalf of, any person in the
United States, Canada, Australia or Japan (unless
such person has given all instructions with respect
to the Offer from outside the United States, Canada,
Australia and Japan) or a North American Person or a
resident of Australia or Japan;
(c) appoints any director of, or person authorised by, the
Offeror or Barings as his agent and/or attorney (subject
to the Offer becoming unconditional in all respects and
his not having validly withdrawn his acceptance) with an
irrevocable instruction and authorisation to:
(i) complete and execute any form of transfer and/or
renunciation and/or other document in relation to
the Shares referred to in paragraph (a)(i) of this
Part C in favour of the Offeror or as it may direct;
(ii)deliver any form of transfer and/or renunciation
and/or other document with any certificate or other
document of title for registration within six months
of the Offer becoming unconditional in all respects;
and
(iii) take any other action as the agent and/or
attorney may think necessary or expedient in
connection with his acceptance of the Offer and to
vest in the Offeror (or as it may direct) the Shares
referred to in paragraph (a)(i) of this Part C;
(d) appoints Lloyds Bank Registrars as such Britton
Shareholder's attorney and/or agent and irrevocably
instructs the attorney and/or agent (i) subject to the
Ordinary Offer becoming unconditional in all respects in
accordance with its terms and to the accepting Britton
Shareholder not having validly withdrawn his acceptance,
to transfer to itself (or to such other person or
persons as the Offeror or its agents may direct) by
means of CREST all or any of the Relevant Shares (but
not exceeding the number of Ordinary Shares in respect
of which the Ordinary Offer is accepted or deemed to be
accepted) and (ii) if the Ordinary Offer does not become
unconditional in all respects, to give instructions to
CRESTCo, immediately after the lapsing of the Ordinary
Offer (or within such longer period as the Panel may
permit, not exceeding 14 days of the lapsing of the
Ordinary Offer), to transfer all Relevant Shares to the
original available balance of the accepting Britton
Shareholder. ''Relevant Shares'' means Ordinary Shares
in uncertificated form and in respect of which a
transfer or transfers to escrow has or have been
effected pursuant to the procedures described in
paragraph 10(e) of the letter from Barings contained in
this document and where the transfer(s) to escrow was or
were made in respect of Ordinary Shares held under the
same member account ID and participant ID as the member
account ID and participant ID relating to the Form of
Acceptance concerned (but irrespective of whether or not
any Form of Acceptance Reference Number, or a Form of
Acceptance Reference Number corresponding to that
appearing on the Form of Acceptance concerned, was
included in the TTE instruction concerned);
(e) authorises and requests (subject to the Offer becoming
unconditional in all respects and his not having validly
withdrawn his acceptance):
(i) Britton or its agents to procure the registration of
the transfer of those of the Shares referred to in
paragraph (a)(i) of this Part C which are (or, in
the case of Convertible Shares, are to be) in
certificated form and the delivery of the share
certificate(s) and other document(s) of title in
respect of such Shares to the Offeror or as it may
direct;
(ii)if the Shares concerned are (or, in the case of
Convertible Shares, are to be) in certificated form,
or if either of the provisos to sub-paragraph (iii)
of this paragraph (e) applies, and subject to the
provisions of paragraph 7 of Part B of this Appendix
I, the Offeror or its agents to procure the despatch
by post (or by such other method as may be approved
by the Panel) of the consideration to which he is
entitled under the Offer at his risk to the person
or agent whose name and address is set out in Box 6
of the Form of Acceptance or, if no person or
agent's name and address is set out, to the first-
named holder at his registered address outside the
United States, Canada, Australia or Japan; and
(iii) if the Ordinary Shares concerned are in
uncertificated form, the Offeror or its agents to
procure the creation of an assured payment
obligation in favour of the Britton Shareholder's
payment bank in accordance with the CREST assured
payment arrangements in respect of any cash
consideration to which an accepting Britton
Shareholder becomes entitled pursuant to his
acceptance of the Ordinary Offer, provided that:
(aa)the Offeror may (if, for any reason, it wishes
to do so) determine that all or any part of any
such cash shall be paid by cheque despatched by
post; and
(bb)if the Britton Shareholder concerned is a CREST
member whose registered address is in the United
States, Canada, Australia or Japan, any cash to
which such shareholder is entitled shall be paid
by cheque, despatched by post and, in either of
such cases, sub-paragraph (ii) of this paragraph
(e) shall apply;
(f) appoints each of the Offeror and Barings and their
respective directors and agents as such shareholder's
attorney and/or agent (the ''attorney'') within the
terms of paragraph 5 of Part B and this Part C of this
Appendix I and with authority to execute any further
documents and give any further assurances which may be
required in connection with the matters referred to in
Parts B and C of this Appendix I and irrevocably
undertakes to such attorney and/or agent to execute any
such further documents and/or give any such further
assurances as may be required;
(g) subject to the Offer becoming unconditional in all
respects and his not having validly withdrawn his
acceptance (or if the Offer will become unconditional in
all respects or lapse upon the outcome of the resolution
in question or if the Panel gives its consent and
pending registration):
(i) authorises the Offeror or its agent to direct the
exercise of any votes and any other rights and
privileges (including the right to requisition the
convening of a general or separate class meeting of
Britton) attaching to the Shares referred to in
paragraph (a)(i) of this Part C;
(ii)authorises Britton to send any notice, circular,
warrant or other document or communication which may
be required to be sent to him as a member of Britton
(including any share certificate(s) or other
document(s) of title issued as a result of a
conversion of such Shares into certificated form) to
the Offeror at its registered office;
(iii) authorises any director of, or person
authorised by, the Offeror or Barings to sign any
document and do such things as may in the opinion of
such agent and/or attorney seem necessary or
desirable in connection with the exercise of any
votes or other rights or privileges attaching to the
Shares held by him (including, without limitation,
signing any consent to short notice of a general or
separate class meeting as his agent and/or attorney
and on his behalf and executing a form of proxy
appointing any person nominated by the Offeror to
attend general and separate class meetings of
Britton (and any adjournments thereof) and attending
any such meeting and exercising the votes attaching
to the Shares referred to in paragraph (a)(i) of
this Part C on his behalf, where relevant, such
votes to be cast so far as possible to satisfy any
outstanding condition of the Offer); and
(iv)agrees not to exercise any such rights without the
consent of the Offeror and irrevocably undertakes
not to appoint a proxy for or to attend such general
or separate class meetings of Britton.
This authority will cease to be valid if the acceptance
is withdrawn in accordance with paragraph 4 of Part B of
this Appendix I;
(h) undertakes that he will deliver to Lloyds Bank
Registrars, or procure the delivery to Lloyds Bank
Registrars at the address set out in paragraph 4(b) of
Part B of this Appendix I of, his share certificate(s)
and/or other document(s) of title in respect of the
Shares referred to in paragraph (a)(i) of this Part C
held by him (or, in the case of the Convertible Shares,
to be held by him) in certificated form, or an indemnity
acceptable to the Offeror, as soon as possible and in
any event within six months of the Offer becoming
unconditional in all respects;
(i) undertakes that he will take (or procure to be taken)
the action set out in paragraph 10(e) of the letter from
Barings contained in this document to transfer all
Ordinary Shares in respect of which the Ordinary Offer
has been accepted or is deemed to have been accepted and
not validly withdrawn held by him in uncertificated form
to an escrow balance as soon as possible and in any
event so that the transfer to escrow settles within six
months of the Ordinary Offer becoming unconditional in
all respects;
(j) undertakes that if, for any reason, any Ordinary Shares
in respect of which a transfer to an escrow balance has
been effected in accordance with paragraph 10(e) of the
letter from Barings contained in this document are
converted to certificated form, he will (without
prejudice to paragraph (g)(ii) of this Part C)
immediately deliver or procure the immediate delivery of
the share certificate(s) or other document(s) of title
in respect of all such Ordinary Shares so converted to
Lloyds Bank Registrars at the address referred to in
paragraph 4(b) of Part B of this Appendix I or to the
Offeror at its registered office or as the Offeror or
its agents may direct;
(k) undertakes, subject to the Offer becoming unconditional
in all respects, to do all such acts and things and
execute any further documents and to give any further
assurances that may be required in connection with the
effective transfer of his Shares in respect of which the
Offer shall have been accepted or deemed to have been
accepted and authorises and requests any director of
Barings to complete and execute on his behalf an
instrument of transfer in favour of the Offeror (or as
it may direct) of any Shares in respect of which the
Offer has been accepted or is deemed to have been
accepted and to do any other acts or things that may be
necessary or expedient for the purpose of vesting such
Shares referred to in paragraph (a)(i) of this Part C in
the Offeror, its nominees or such other persons as it
may direct and all such acts and things as may be
necessary or expedient to enable Lloyds Bank Registrars
to perform its obligations as escrow agent for the
purposes of the Ordinary Offer;
(l) agrees to ratify everything which may be done or
effected by any director of, or person authorised by,
the Offeror or Barings or their respective agents in the
proper exercise of any of the powers and/or authorities
under this Part C and to indemnify and hold harmless
each such person against any losses arising therefrom;
(m) agrees that, if any provision of Part B or this Part C
of Appendix I shall be unenforceable or invalid or shall
not operate so as to afford the Offeror or Barings, or
any of their respective directors or persons authorised
by them, the benefit of the authority expressed to be
given therein, he shall, with all practicable speed, do
everything that may be required or desirable to enable
the Offeror and Barings and any of their respective
directors or persons authorised by them, to secure the
full benefits of Part B or this Part C of this Appendix
I;
(n) represents and warrants that the Shares referred to in
paragraph (a)(i) of this Part C are sold free from all
liens, charges, encumbrances, equitable interests,
rights of pre-emption and other third party rights of
any nature whatsoever and together with all rights
attaching thereto, including the right to receive in
full all dividends and other distributions declared,
paid or made on or after 25th November, 1997 excluding
the interim dividend on the Ordinary Shares in respect
of the six months ended 30th June, 1997, which was paid
on 25th November, 1997;
(o) agrees that this Appendix I to this document is deemed
to be incorporated in, and form part of, the Form of
Acceptance which shall be read and construed
accordingly;
(p) agrees that on execution the Form of Acceptance takes
effect as a deed;
(q) agrees that the execution of the Form of Acceptance
constitutes his submission to the jurisdiction of the
courts of England in relation to all matters arising in
connection with the Offer and the Form of Acceptance and
that nothing shall limit the right of the Offeror or
Barings 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 in
any court of competent jurisdiction; and
(r) agrees that, in consideration of the Offeror making any
revised Offer available to him as is referred to in
paragraph 5 of Part B of this Appendix I, the deemed
acceptances, elections and authorities referred to in
such paragraph shall, subject to the rights of
withdrawal set out in paragraph 4 of Part B of this
Appendix I, be irrevocable.
A reference in this Part C to a Britton Shareholder includes
a reference to the person or persons executing the 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 to each of them
separately.
APPENDIX II
Financial information on the ACX Group
1. Consolidated statement of operations
The following table, which has been extracted from the published
audited financial statements of the ACX Group for the year ended
31st December, 1996, summarises the results of the ACX Group for
the year ended 31st December, 1996 and the two preceding years.
The unaudited statement of operations of the ACX Group for the
nine months to 30th September, 1997, is summarised in paragraph 4
of this Appendix II.
Year ended 31st
December,
1996 1995 1994
$'000 $'000 $'000
-------- -------- --------
Total sales 712,380 660,853 578,705
Costs and expenses:
Cost of goods sold 555,855 508,029 458,533
Marketing, general and administrative 77,947 75,071 67,311
Research and development 15,300 16,312 14,410
Asset impairment and restructuring
charges 34,642 2,735 -
-------- -------- --------
Total operating expenses 683,744 602,147 540,254
-------- -------- --------
Operating income 28,636 58,706 38,451
Other income (expense):
Interest expense (8,177) (9,306) (6,370)
Interest income 1,254 1,395 603
Miscellaneous-net 696 452 99
-------- -------- --------
Total other expense (6,227) (7,459) (5,668)
-------- -------- --------
Income from continuing operations
before income tax 22,409 51,247 32,783
Income tax expense 11,000 20,000 13,100
-------- -------- --------
Income from continuing operations 11,409 31,247 19,683
Discontinued operations:
Income(loss) from discounted operations
of Golden Aluminium (5,033) (7,376) 142
Loss on disposal of Golden Aluminium (98,400) - -
-------- -------- --------
Net income (loss) (92,024) 23,871 19,825
======== ======== ========
Net income (loss) per share of common
stock:
Continuing operations ($)* 0.40 1.13 0.74
Discontinued operations ($)* (3.61) (0.27) 0.01
-------- -------- --------
Net income (loss) per share ($)* (3.21) 0.86 0.75
======== ======== ========
Weighted average shares outstanding
('000)* 28,651 27,655 26,587
======== ======== ========
* This is adjusted for a two-for-one stock split on 15th August,
1995
No dividends were paid in the three year period to 31st December,
1996.
2. Consolidated balance sheet
The consolidated balance sheet for the ACX Group as at 31st
December, 1996, which has been extracted from its published
audited consolidated financial statements for the year ended 31st
December, 1996, is set out below:
Year ended
31st December, 1996
$'000
----------
Assets
Current assets:
Cash and cash equivalents 15,671
Accounts receivable, less allowance for
doubtful accounts of $2,085 in 1996 68,840
Accounts receivable from Coors Brewing 3,046
Inventories 101,520
Deferred income taxes 18,218
Other assets 11,571
Net current assets of discontinued operations 53,052
---------
Total current assets 271,918
Properties, net 244,615
Goodwill, net 46,799
Other assets 49,860
Non-current assets of discontinued operations 63,500
---------
Total assets 676,692
=========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable 33,021
Accounts payable to Coors Brewing 753
Accrued salaries and vacation 20,175
Taxes other than income 7,598
Accrued expenses and other liabilities 55,745
---------
Total current liabilities 117,292
Long term debt 100,000
Accrued postretirement benefits 27,890
Other long-term liabilities 19,002
---------
Total liabilities 264,184
Minority interest 14,605
Shareholders' equity:
Common stock, $0.01 par value,
100,000,000 shares authorised, 27,934,000
issued and outstanding 279
Paid-in capital 443,302
Retained (deficit) (47,271)
Cumulative translation adjustment and other 1,593
---------
Total shareholders' equity 397,903
---------
Total liabilities and shareholders' equity 676,692
=========
3. Consolidated cash flow statement
The following table, which has been extracted from the published
audited consolidated financial statements of the ACX Group for
the year ended 31st December, 1996, shows the consolidated cash
flows of the ACX Group in the year ended 31st December, 1996, and
in the preceding two years.
Year ended 31st December,
1996 1995 1994
$'000 $'000 $'000
------- -------- -------
Cashflows from operating activities
Net income (loss) (92,024) 23,871 19,825
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Loss on disposal of discontinued
operations, net of ta 98,400 - -
Asset impairment and restructuring
charges 34,642 2,735 -
Depreciation and amortisation 49,523 49,857 46,100
Change in deferred income taxes (6,058) 731 2,063
Change in accrued postretirement
benefits 882 1,309 1,851
(Gain) loss on sale of properties 98 (476) 3,097
Change in current assets and current
liabilities net of effects from
acquisitions:
Accounts receivable 10,882 5,343 (20,206)
Inventories (2,893) 272 (9,108)
Other assets (3,855) 8,549 (1,531)
Accounts payable (13,561) 5,330 (6,696)
Accrued expenses and other liabilities (31,656) (21) 5,082
Change in deferred items 1,939 (121) 1,905
Other (161) (195) 2,816
-------- ------- -------
Net cash provided by operating
activities 46,158 97,184 45,198
Cash flows from investing activities
Additions to properties (57,526) (60,027) (43,097)
Acquisitions, net of cash acquired (34,313) - (18,354)
Proceeds from sale of properties 8,764 13,253 4,882
Other (1,250) (199) (106)
-------- ------- -------
Net cash used in investing activities (84,325) (46,973) (56,675)
Cash flows from financing activities
Proceeds from long-term debt - - 100,000
Payments on short-term borrowings - (3,600) (86,746)
Payments on long-term debt - (8,295) (950)
Stock option exercises and other 1,152 4,593 2,191
-------- ------- -------
Net cash provided (used) by financing
activities 1,152 (7,302) 14,495
-------- ------- -------
Cash and cash equivalents
Net increase (decrease) in cash and
cash equivalents (37,015) 42,909 3,018
Balance at beginning of year 52,686 9,777 6,759
-------- ------- -------
Balance at end of year 15,671 52,686 9,777
======== ======= =======
4. Unaudited statement of operations
The following table, which has been extracted from ACX Group's
unaudited statement of operations, summarises the results for the
nine months ended 30th September, 1997 and 30th September, 1996.
Nine months ended
30th September,
1997 1996
$'000 $'000
-------- --------
Net sales 546,693 536,279
Costs and expenses:
Cost of goods sold 412,801 418,281
Marketing, general and
administrative 68,461 57,554
Research and development 12,501 10,996
Asset impairment and restructuring charges 19,780 -
-------- --------
Total operating expenses 513,543 486,831
-------- --------
Operating income 33,150 49,448
Other income (expense)-net 17 62
Interest expense-net (2,379) (5,502)
-------- --------
Income from continuing operations
before income taxes 30,788 44,008
Income tax expense 12,600 17,500
-------- --------
Income from continuing operations 18,188 26,508
-------- --------
Discontinued operations:
Loss from discontinued operations
of Golden Aluminium Company - (5,033)
Loss on disposal of Golden
Aluminium Company - (70,000)
-------- --------
Net income (loss) 18,188 (48,525)
======== ========
Net income (loss) per share of
common stock:
Continuing operations ($) 0.63 0.93
Discontinued operations ($) - (2.62)
-------- -------
Net income (loss) per share ($) 0.63 (1.69)
======== =======
5. Summary of significant accounting policies
Financial statements are prepared in conformity with generally
accepted accounting practice in the United States.
Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries. All
material intercompany transactions have been eliminated.
The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, using
management's best estimates and judgements where appropriate.
Significant estimates have been made by management with respect
to 1996 asset impairment and restructuring charges. Actual
results could differ from these estimates making it reasonably
possible that a change in these estimates could occur in the near
term.
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method for the
majority of inventories. At Graphic Packaging cost is determined
on the last-in, first-out (LIFO) method for certain inventories.
For such inventories, FIFO cost, which approximates replacement
cost, exceeded LIFO cost by $2.4 million and $3.2 million at 31st
December, 1996 and 1995, respectively.
Properties
Land, buildings and equipment are stated at cost. Real estate
properties are non-operating properties held for sale. For
financial reporting purposes, depreciation is recorded
principally on the straight-line method over the estimated useful
lives of the assets as follows:
Buildings 10-40 years
Machinery and equipment 3-10 years
Building and leasehold
improvements The shorter of the useful
life, lease term or 20 years
Accelerated depreciation methods are generally used for income
tax purposes. Expenditures for new facilities and improvements
that substantially extend the capacity or useful life of an asset
are capitalised. Ordinary repairs and maintenance are expensed as
incurred.
Impairment of Long-Lived Assets and Identifiable Intangibles
In 1996, the Company adopted Statement of Financial Accounting
Standards No. 121 ''Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of''. The
statement requires the recognition of an impairment loss for an
asset held for use when the estimate of undiscounted future cash
flows expected to be generated by the asset is less than its
carrying amount. Measurement of the impairment loss is based on
fair value of the asset. The Company periodically reviews long-
lived assets, identifiable intangibles and goodwill for
impairment whenever events or changes in business circumstances
indicate the carrying amount of the assets may not be fully
recoverable.
Start-Up Costs
Start-up costs that are unrelated to construction and associated
with manufacturing facilities are expensed as incurred.
Goodwill and Other Intangibles
Goodwill and other intangibles are amortised on a straight-line
basis over the estimated future periods to be benefited (not
exceeding 40 years).
Hedging Transactions
The Company periodically enters into forward, future and option
contracts for commodities to hedge its exposure to price
fluctuations primarily for raw materials used in the production
of high-fructose corn syrup. The gains and losses on qualified
hedge contracts are deferred and recognised in cost of goods sold
as part of the product cost.
Statement of Cash Flows
The Company defines cash equivalents as highly liquid investments
with original maturities of 90 days or less. The carrying value
of the Company's cash equivalents approximates their fair market
value. Income taxes paid were $8.8 million, $13.9 million and
$9.7 million in 1996, 1995 and 1994, respectively.
Interest capitalised, expensed and paid, in thousands, for the
years ended 31st December, were as follows:
1996 1995 1994
$ $ $
------ ------ ------
Total interest costs 8,921 10,381 6,826
Interest capitalised 744 1,075 456
Interest expensed 8,177 9,306 6,370
Interest paid 9,554 9,421 5,163
During 1994, the Company exchanged approximately $8.0 million of
assets held by a wholly-owned subsidiary of Golden Technologies
Company, Inc. for an equity interest in a privately-held company.
Miscellaneous-net
Income attributable to minority interests and activity for
certain royalty arrangements are included in
''Miscellaneous-net'' in the Consolidated Statement of Income.
Environmental Expenditures
Environmental expenditures that relate to current operations are
expensed or capitalised as appropriate. Expenditures that relate
to an existing condition caused by past operations, and which do
not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments
and/or remedial efforts are probable and the costs can be
reasonably estimated.
Per Share of Common Stock
Per share information is based on the weighted average number of
common shares outstanding during the year. Per share information
for all periods presented is adjusted for a two-for-one stock
split on 15th August, 1995.
APPENDIX III
Financial information on the Britton Group
1. Consolidated profit and loss account
The following table summarises the turnover, results and
dividends of Britton, which have been extracted from the
published audited consolidated accounts of Britton for each of
the three years ended 31st December, 1996.
Year ended 31st December,
1996 1995 1994
pounds'000 pounds'000 pounds'000
---------- ---------- ----------
Turnover
Continuing operations 205,579 203,753 121,367
Acquisitions 16,122 - -
-------- -------- --------
Total turnover 221,701 203,753 121,367
Cost of sales (175,623) (164,224) (89,872)
Restructuring costs (1,188) - -
-------- -------- --------
Gross profit 44,890 39,529 31,495
-------- -------- --------
Operating profit
Continuing operations 23,873 22,255 13,092
Acquisitions 121 - -
-------- -------- --------
Operating profit before
exceptional items 23,994 22,255 13,092
Exceptional loss-amount
written off investments - - (1,285)
-------- -------- --------
Operating profit 23,994 22,255 11,807
Net interest payable (3,572) (1,763) (1,132)
Re-financing costs - (1,167) -
-------- -------- --------
Profit on ordinary
activities before taxation 20,422 19,325 10,675
Taxation (5,559) (5,132) (3,262)
-------- -------- --------
Profit on ordinary
activities after taxation 14,863 14,193 7,413
Dividends (4,731) (4,303) (2,655)
-------- -------- --------
Retained profit for the
financial year 10,132 9,890 4,758
======== ======== ========
Earnings per ordinary share,
before exceptional items 11.45p 11.02p 8.74p
Earnings per ordinary share,
after exceptional items 10.60p 10.18p 7.45p
Dividends per share, net 3.30p 3.00p 2.50p
Statement of total
recognised gains and losses
Profit on ordinary
activities after taxation 14,863 14,193 7,413
Foreign exchange translation
differences on net
investment in overseas
subsidiaries (3,548) 300 (308)
-------- -------- --------
Total recognised gains and
losses for the year 11,315 14,493 7,105
======== ======== ========
2. Consolidated balance sheets
The consolidated balance sheet of Britton as at 31st December,
1996, which has been extracted from its published audited
consolidated accounts for the year ended 31st December, 1996, is
set out below:
Year ended
31st December,
1996
pounds'000
----------
Fixed assets
Tangible fixed assets 102,669
Current assets
Stocks 27,701
Debtors 30,737
Cash at bank and in hand 18,074
--------
76,512
--------
Creditors: amounts falling due
within one year
Creditors (42,755)
Bank loans and overdrafts (5,982)
Finance lease obligations (830)
Dividends (2,789)
--------
(52,356)
--------
Net current assets 24,156
--------
Total assets less current liabilities 126,825
Creditors: amounts falling due after
more than one year
Loans (55,434)
Finance lease obligations (358)
-------
(55,792)
Provisions for liabilities and charges (3,636)
Net assets 67,397
=======
Share capital and reserves
Called up share capital 14,219
Other reserves 28,509
Profit and loss account 24,669
-------
Shareholders' funds 67,397
=======
Shareholders' funds attributable to
Equity shareholders' funds 64,167
Non-equity shareholders' funds 3,230
-------
67,397
=======
3. Consolidated cash flow statement
The consolidated cash flow statement of Britton for the years
ended 31st December, 1996 and 31st December, 1995, which have
been extracted from Britton's published audited consolidated
accounts for the year ended 31st December, 1996, are set out
below:
Year ended 31st December
1996 1995
pounds'000 pounds'000
---------- ----------
Cash inflow from operating activities 32,691 21,361
Returns on investments and servicing of
finance
Interest received 1,402 2,420
Interest paid (4,820) (3,967)
Preference dividend paid (146) (146)
Interest element of finance lease payments (154) (216)
------- -------
Net cash outflow from returns on
investments and servicing of finance (3,718) (1,909)
------- -------
Taxation (2,606) (4,562)
------- -------
Capital expenditure and financial interest
Purchase of tangible fixed assets (27,724) (22,862)
Sale of tangible fixed assets 191 837
------- -------
Net cash outflow from capital expenditure
and financial investment (27,533) (22,025)
------- -------
Acquisitions and disposals
Purchase of subsidiary undertakings (10,705) -
Net cash acquired with subsidiaries 1,385 -
Sale of subsidiary undertaking - 1,250
------- -------
Net cash (deficit)/surplus from
acquisitions and disposals (9,320) 1,250
------- -------
Equity dividends paid (4,328) (3,729)
------- -------
Financing
Management of liquid resources: cash
withdrawn from/(placed on) term deposit 12,334 (15,000)
Issue of ordinary share capital 237 218
Capital element of finance lease payments (622) (765)
(Decrease)/Increase in loans (1,508) 21,241
Costs of debt restructuring - (1,555)
------- -------
10,441 4,139
------- -------
Decrease in cash in the year (4,373) (5,475)
======= =======
4. Interim results
The following table summarises the turnover, results and
dividends of Britton for the six months ended 30th June, 1997 and
for the six months ended 30th June, 1996, which have been
extracted from the published unaudited consolidated interim
report of Britton:
Unaudited half
year to 30th June,
1997 1996
pounds'000 pounds'000
---------- ----------
Turnover 109,487 110,045
Cost of sales (89,090) (88,573)
-------- --------
Gross profit 20,397 21,472
-------- --------
Operating profit 9,822 12,793
Net interest payable (1,878) (1,729)
-------- --------
Profit before taxation 7,944 11,064
Taxation (1,986) (2,998)
-------- --------
Profit after taxation 5,958 8,066
Dividends (2,087) (1,906)
-------- --------
Retained profit for the period 3,871 6,160
======== ========
Earnings per share 4.24p 5.76p
Dividend per share, net 1.45p 1.32p
5. Summary of significant accounting policies
The financial statements have been prepared in accordance with
applicable accounting standards in the United Kingdom.
Accounting convention
The accounts have been prepared under the historical cost
convention as modified by the revaluation of certain fixed assets
and the translation of foreign currencies.
Basis of consolidation and accounting for acquisition
The consolidated accounts incorporate audited accounts for
Britton and its subsidiaries. The results of companies and
businesses acquired during the year are dealt with in the
consolidated accounts from the date of acquisition. Adjustments
are also made to bring the accounting policies of businesses
acquired into alignment with those of the Group. The amounts
attributed to goodwill are written off against reserves.
Turnover
Turnover represents amounts invoiced in respect of goods and
services sold, net of VAT and intra-group transactions.
Stocks and work in progress
Stocks and work in progress are valued at the lower of cost and
the estimated amount realisable from disposal in the normal
course of business. The valuation of finished goods is at the
lower of cost and net realisable value. Cost is defined as all
direct expenses plus attributable overheads.
Depreciation
Fixed assets are depreciated on the following bases: Freehold
land is not depreciated. Freehold buildings and long leasehold
land and buildings are depreciated over 50-100 years. Short
leasehold land and buildings are depreciated over the period of
the lease. Depreciation on other fixed assets is calculated to
write off their cost on a straight line basis over their expected
useful lives, namely:
Plant and machinery -10 to 15 years
Other equipment - 3 to 5 years
Investments
Investments held as fixed assets are stated at cost less
provision for permanent diminution of value. Those held as
current assets are stated as the lower of cost and net realisable
value.
Deferred taxation
Deferred taxation is provided at the anticipated tax rates on
timing differences arising from the inclusion of items of income
and expenditure in taxation computations in periods different
from those in which they are included in the financial
statements, to the extent that it is probable that a liability or
asset will crystallise in the foreseeable future. No provision is
made for tax which would arise if the overseas subsidiary
distributed the full balance of its retained earnings, since no
such repatriation is expected in the foreseeable future.
Foreign exchange
The financial statements of the foreign subsidiary are translated
into sterling using the net investment method. The profit and
loss account is translated using the average rates ruling during
the year. The balance sheet is translated at the rate of exchange
at the year end and the difference arising from the translation
of the operating net investment in the subsidiary at the closing
rate is taken to reserves. The foreign currency assets and
liabilities of UK companies are translated into sterling at the
rates of exchange ruling at the year end. Translation differences
relating to the investment in subsidiaries are taken to reserves.
Translation differences on other assets and liabilities arising
from trading transactions are taken to the profit and loss
account as incurred.
Leased assets
Fixed assets held under finance leases are capitalised and
depreciated over their expected useful lives. Finance charges are
amortised over each lease to give a constant rate of charge on
the remaining balance of the obligation. The costs of operating
leases are charged to the profit and loss account as they accrue.
Pension costs
The expected costs of defined benefit schemes is charged to the
profit and loss account so as to spread the cost of pensions over
the service lives of employees in the schemes. The costs of
defined contribution schemes are charged directly to the profit
and loss account as incurred.
APPENDIX IV
Additional information
1. Responsibility for information
(a) The directors of ACX, whose names are set out in
paragraph 2(a) below and the directors of the Offeror,
whose names are set out in paragraph 2(b) below, accept
responsibility for the information contained in this
document (other than that relating to the Britton Group,
the directors of Britton, their immediate families,
related trusts and persons connected with them). To the
best of the knowledge and belief of such directors of
ACX and the Offeror (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 Britton, whose names are set out in
paragraph 2(c) below, accept responsibility for the
information contained in this document relating to the
Britton Group and the directors of Britton, their
immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of
the directors of Britton (who have taken all reasonable
care to ensure that such is the case), such information
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 ACX, whose registered office is at
16000 Table Mountain Parkway, Golden, Colorado 80403,
USA, are:
William K. Coors Chairman of the Board
John D. Beckett Director
Jeffrey H. Coors Director
John K. Coors Director
Joseph Coors, Jr. Director
Richard P. Godwin Director
John H. Mullin, III Director
James Peterson Director
John Hoyt Stookey Director
(b) The Directors of the Offeror, whose registered office is
at One Silk Street, London, EC2Y 8HQ, are:
Jed J. Burnham Director
Gail A. Constancio Director
Beth A. Parish Director
Jill B. W. Sisson Director
(c)The Directors of Britton, whose registered office is at
1 Castle Lane, London, SW1E 6DN, are:
E. W. Dawnay Chairman
R. G. W. Williams Chief Executive
S. D. Beart Finance Director
J. R. Hutton Director
C. A. Smith Director
D. H. O'Shaughnessy Non-executive director
3. Shareholdings and dealings
(a) Definitions and references
For the purpose of this Appendix IV:
(i) an ''associate'' includes:
(aa)subsidiaries and associated companies of Britton
and companies of which any such subsidiaries or
associated companies are associated companies;
(bb)banks, financial and other professional advisers
(including stockbrokers) to Britton or a company
covered in (aa) above, including persons
controlling, controlled by or under the same
control as such bank, financial or other
professional advisers;
(cc)the directors of Britton together with the
directors of any company covered in (aa) above
(together in each case with their close
relatives and related trusts); and
(dd)the pension funds of Britton or a company
covered in (aa) above;
(ii)a ''bank'' does not apply to a bank whose sole
relationship with Britton or a company covered in
(i)(aa) above is the provision of normal commercial
banking services or such activities in connection
with the Offer as confirming that cash is available,
handling acceptances and other registration work;
(iii) ownership or 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,
or shares carrying 30 per cent. or more of the
voting rights attributable to the share capital of a
company which are currently exercisable at a general
meeting, irrespective of whether the holding or
holdings give(s) de facto control;
(iv)an ''arrangement'' includes an indemnity or option
arrangement, and any agreement or understanding,
formal or informal, of whatever nature, relating to
relevant securities which may be an inducement to
deal or refrain from dealing;
(v) ''ACX Shares'' means shares in the common stock of
ACX;
(vi)''relevant securities'' means Shares or any
securities convertible into, rights to subscribe
for, or options (including traded options) in
respect of Shares or derivatives referenced to
Shares or covered warrants;
(vii) ''derivative'' includes any financial product
whose value in whole or in part is determined
directly or indirectly by reference to the price of
an underlying security but which does not include
the possibility of delivery of such underlying
securities; and
(viii) ''disclosure period'' means the period
commencing on 25th November, 1996 (being the date 12
months prior to the commencement of the Offer
period) and ended 2nd December, 1997 (the latest
practicable date prior to the publication of the
document).
(b) ACX
(i) As at 2nd December, 1997 (the latest practicable
date prior to the publication of this document),
save as disclosed in this paragraph 3(b) and in
paragraph 3(c) below, neither ACX nor any director
of ACX nor the Offeror nor any director of the
Offeror nor any member of the immediate family of
any such person nor persons connected with any such
persons nor any person acting in concert with ACX or
the Offeror owns, controls or is interested
(beneficially or otherwise) in any relevant
securities or has dealt for value therein during the
disclosure period.
(ii)Dealings for value in Shares by the Offeror during
the disclosure period are as follows:
Number of Price per
Ordinary Ordinary
Date of event Transaction Shares Share
------------------- ----------- --------- -----------
25th November, 1997 Purchase 6,250,000 Pounds 1.40
(c) Britton
(i) As at 2nd December, 1997 (the latest practicable
date prior to the publication of this document), the
beneficial interests of each of the directors of
Britton, their immediate families and connected
persons (within the meaning of Section 346 of the
Companies Act 1985) in the existing issued share
capital of Britton notified to Britton pursuant to
sections 324 or 328 of the Companies Act 1985 and
which are required to be entered in the register
maintained under section 325 of the Companies Act
1985 and the existence of which is known to or could
with reasonable diligence be ascertained by that
director, are as follows:
Percentage
Percentage Of current
Of current issued
Number issued Convertible
of Ordinary Number of Preference
Ordinary share Convertible Share
Name Shares capital Shares capital
--------------- -------- ---------- ----------- -----------
E. W. Dawnay 100 0.00% 0 0.00%
R. G. W.
Williams* 130,000 0.09% 1,000 0.03%
S. D. Beart* 133,500 0.10% 0 0.00%
J. R. Hutton 71,891 0.05% 875 0.03%
C. A. Smith 11,949 0.01% 0 0.00%
D. H.
O'Shaughnessy 7,000 0.01% 0 0.00%
------- ----- ------- -----
354,440 0.26% 1,875 0.06%
* R. G. W. Williams has a non-beneficial interest in
200 Ordinary Shares and 200 Convertible Shares.
S.D. Beart has a non-beneficial interest in 800
Ordinary Shares.
(ii)Under the Britton Share Option Schemes, options over
Ordinary Shares have been granted to the Britton
directors, and remain outstanding as at 2nd
December, 1997 (the latest practicable date prior to
the publication of this document), as set out below:
Number of
Ordinary
Shares
Under the
Britton
Share Option Date from
Option Price which Expiry
Director Schemes (p) exercisable date
----------------- --------- ------ ----------- --------
R. G. W. Williams 139,269 86.2 04.03.95 02.03.99
233,008 103.4 04.03.95 02.03.99
318,056 116.4 02.08.96 02.08.03
287,765 116.4 03.08.96 03.08.03
250,000 163.4 28.06.97 28.06.01
50,000 151 21.03.99 21.03.03
S. D. Beart 139,269 86.2 04.03.95 02.03.99
233,008 103.4 04.03.95 02.03.99
318,056 116.4 02.08.96 02.08.03
287,765 116.4 03.08.96 03.08.03
250,000 163.4 28.06.97 28.06.01
50,000 151 21.03.99 21.03.03
J. R. Hutton 350,000 163.4 28.06.97 28.06.01
C. A. Smith 290,000 138 16.03.98 16.03.05
50,000 151 21.03.99 21.03.03
(iii) The following Britton directors are interested
in the following number of Ordinary Shares held by
the Trustees of the Britton Long Term Incentive
Plan. Upon the Offers becoming or being declared
wholly unconditional, each of such directors will,
subject to the rules of the Plan, become entitled to
receive an unconditional transfer of the relevant
number of Ordinary Shares.
Number of
Ordinary
Director Shares
----------------- ---------
R. G. W. Williams 251,000
S. D. Beart 251,000
J. R. Hutton 149,500
C. A. Smith 134,530
(iv)As at 2nd December, 1997 (the latest practicable
date prior to the publication of this document),
save as disclosed in this paragraph 3(c), neither
Britton nor any of the directors of Britton, nor any
member of their immediate families nor related
trusts nor persons connected with any such person,
owns or is interested, directly or indirectly, in
any relevant securities nor has any such person
dealt for value therein during the disclosure
period.
(v) Irrevocable undertakings to accept or to procure
acceptance of the Offers have been received from the
following persons in respect of the following
holdings of Shares:
Number of Number of
Ordinary Convertible
Name Shares Shares
------------------- --------- -----------
E. W. Dawnay 100 0
R. G. W. Williams 105,023 1,000
S. D. Beart 123,670 0
C. A. Smith 11,949 0
D. H. O'Shaughnessy 7,000 0
-------- ------
247,742 1,000
(vi) There were no dealings for value in Shares (including th
exercise of options under the Britton Share Option Sch
the directors of Britton and their immediate families
trusts in the disclosure period.
(vii) Neither Britton nor any director of Britton, nor an
member of their immediate families nor related trusts
connected with them owns, controls or is interested (b
or otherwise) in any ACX Shares or rights to subscribe
options (including traded options) in respect of ACX S
derivatives or covered warrants referenced to ACX Shar
any such person dealt for value therein during the dis
period.
(viii) Save as disclosed in this paragraph 3(c), no associ
of Britton(other than an exempt market-maker or exempt
manager), nor any discretionary fund manager (other th
exempt fund manager) connected with Britton owns or co
relevant securities, nor has any such person dealt for
therein since 25th November, 1997, the date on which t
were announced, up to and including 2nd December, 1997
latest practicable date before the publication of this
(ix) Cazenove Securities Limited, the principal trading and
market making subsidiary of Cazenove & Co., has the fo
disclosable dealing in relevant securities of Britton
purposes of Rule 25.3 of Code:
Date Sold Price (p)
------------------- -------- ---------
25th November, 1997 130,755 133.5
(d) General
Save for the irrevocable undertakings referred to in
paragraph 3(c)(v) above, neither ACX nor the Offeror
nor any person acting in concert with ACX or the
Offeror nor Britton nor any associate of Britton has
any arrangement with any other person in relation to
relevant securities.
4. Market quotations
The following table shows the closing middle market
quotations for Shares as derived from the Daily Official
List, for the first dealing day in each of the six months
immediately prior to the date of this document, 24th
November, 1997, (the business day prior to the commencement
of the Offer period) and 2nd December, 1997 (the latest
practicable date before the publication of this document).
Ordinary Convertible
Date Shares (p) Shares (p)
------------------- ---------- ----------
2nd June, 1997 93.0 78.5
1st July, 1997 58.5 64.0
1st August, 1997 58.5 56.5
1st September, 1997 63.5 60.5
1st October, 1997 75.5 67.0
3rd November, 1997 103.5 77.5
24th November, 1997 97.5 77.5
2nd December, 1997 138.5 99.0
5. Financing arrangements
It is estimated that full acceptance of the Offers would
require the payment by the Offeror of a maximum amount of
approximately pounds 198 million in cash. Barings is
satisfied that the necessary financial resources are
available to the Offeror to enable it to satisfy full
acceptance of the Offers.
In connection with the financing of the Offers, ACX has
entered into a credit agreement (the ''Credit Agreement''),
dated 24th November, 1997, between ACX as borrower, the
financial institutions named therein as banks and Morgan
Guaranty Trust Company of New York as agent. The Credit
Agreement creates a one year unsecured revolving credit
facility in an amount up to $417,000,000, the proceeds of
which ACX is permitted to make available to the Offeror to
use for acquiring Ordinary Shares and Convertible Shares
pursuant to the Offers or otherwise. It is intended that
payments of interest and repayments of principal may be
partly made out of the proceeds of dividends paid by the
Britton Group.
As at the close of business on 2nd December, 1997, ACX had
not made any drawings under the Credit Agreement.
6. Material contracts
(a) ACX
The following contracts, not being contracts entered
into in the ordinary course of business, have been
entered into by ACX and/or its subsidiaries since 25th
November, 1995, being two years prior to the
announcement of the Offers, and are, or may be material:
(i) an agreement dated 1st March, 1996 between (1) ACX,
(2) Gravure Acquisition Corporation, (3) Gravure
Packaging, Inc. and (4) certain shareholders of
Gravure Packaging, Inc. under which ACX agreed to
acquire the whole of the issued share capital of
Gravure Packaging, Inc. for a consideration of
911,000 ordinary shares of ACX and $2.4 million in
cash. In addition, ACX made a payment of $7.5
million on completion to reduce the short-term
borrowings of Gravure Packaging, Inc.;
(ii)an agreement dated 15th November, 1996 between (1)
Golden Technologies Company, Inc.(a subsidiary of
ACX), (2) The New World Power Corporation and (3)
Photocomm, Inc. under which Golden Technologies
Company, Inc. agreed to acquire an aggregate
8,612,447 shares of the common stock of Photocomm,
Inc. for an aggregate consideration of $16,792,500
payable in cash;
(iii) an agreement dated 1st March, 1997 between (1)
Golden Aluminum Company, (2) Crown Cork & Seal
Company, Inc. and (3) ACX under which ACX agreed to
sell the entire issued share capital of Golden
Aluminum Company to Crown Cork & Seal Company, Inc.
for a total consideration of $70 million, of which
$10 million was paid on completion and $60 million
is due within two years of completion. Crown Cork &
Seal Company, Inc. has the right to return Golden
Aluminum Company to ACX at any time during the two
year period rather than pay the $60 million owed.
The initial payment of $10 million is non-
refundable. The working capital of Golden Aluminum
Company was not part of the sale;
(iv)an agreement dated 29th May, 1997 between (1) Coors
Ceramicon Designs, Inc. (a subsidiary of ACX), (2)
Tetrafluor, Inc. and (3) certain shareholders of
Tetrafluor, Inc. under which Coors Ceramicon
Designs, Inc. agreed to acquire the assets and
assume certain liabilities of Tetrafluor, Inc. for a
consideration of $16.5 million payable in cash. In a
related agreement dated 29th May, 1997 between (1)
Coors Ceramicon Designs, Inc., (2) Maple Leasing
Company and (3) the shareholders referred to above,
Coors Ceramicon Designs, Inc. agreed to acquire the
assets of Maple Leasing Company which were, at that
time, leased to Tetrafluor, Inc., for a
consideration of $500,000; and
(v) an agreement dated 5th March, 1996 between (1) HB
Company, Inc. and (2) Coors Technical Ceramics
Company under which Coors Technical Ceramics Company
agreed to acquire the assets and liabilities of HB
Company, Inc. for a consideration of $6.8 million.
(b) Britton
The following contracts, not being contracts entered
into in the ordinary course of business, have been
entered into by Britton and/or its subsidiaries since
25th November, 1995, being two years prior to the
announcement of the Offers, and are, or may be material:
(i) an agreement dated 11th March, 1996 between (1)
Keith Vohmann, John Le Hellidu and Robert Worts, (2)
Britton Group Plastics Limited and (3) Britton
pursuant to which Britton Group Plastics Limited
agreed to purchase the entire issued share capital
of Packbourne Limited for an aggregate consideration
of pounds 8 million of which pounds 5 million was
satisfied by the allotment by Britton of Variable
Rate Unsecured Loan Notes 2006 constituted by an
instrument entered into by Britton on 11th March,
1996; and
(ii)an agreement dated 7th June, 1996 between (1) Moore
Business Forms Limited, (2) Britton Security
Packaging Limited and (3) Moore Business Forms
Holdings UK Limited pursuant to which Britton
Security Packaging Limited agreed to purchase the
entire issued share capital of Decoflex Limited for
an aggregate consideration of pounds 3.3 million.
7. Service agreements and other arrangements with directors of
Britton
The following directors of Britton have entered into service
contracts with Britton which have more than twelve months to run
and particulars of which are set out below:
(a) R. G. W. Williams and S. D. Beart have service contracts
with Britton which continue until terminated as follows:
(i) by either the relevant director or Britton giving to
the other not less than 18 months' written notice;
or
(ii)automatically on the date on which the relevant
director reaches the age of 65.
(b) C. A. Smith has a service contract with Britton which
continues until terminated as follows:
(i) by either party giving to the other not less than 12
months' notice; or
(ii)automatically on the date on which the director
reaches the age of 65.
(c) J. R. Hutton has a service contract with Universal
Packaging Corporation (''UPC'') which continues until
terminated as follows:
(i) by either party giving to the other not less than
three years' written notice; or
(ii)by the director giving to UPC 180 days' notice.
Under the terms of their service contracts, the executive
directors of Britton are entitled to receive, inter alia, a basic
salary and, except for J. R. Hutton, an annual bonus. The basic
salaries are: for both R. G. W. Williams and S. D. Beart, pounds
184,500 per annum (which will increase to pounds 198,340 with
effect from 1st January, 1998); for C. A. Smith, pounds 113,000
per annum and for J. R. Hutton US$440,000 per annum (which
increases on each 1st August by an amount equal to the greater of
10 per cent. of the preceding year's basic salary and an amount
calculated by reference to the US Department of Labor Consumer
Price Index for the Northeast Region). R. G. W. Williams and S.
D. Beart are entitled to an annual bonus calculated by reference
to the percentage increase in the earnings per share of Britton
in the relevant financial year over that of the previous
financial year but not exceeding an amount equal to 100 per cent.
of their basic salary for the relevant financial year. C. A.
Smith is entitled to an annual bonus equivalent to 50 per cent.
of his basic salary provided that he achieves the targets
determined by and agreed with the board of Britton. Such bonus
may exceed 50 per cent. of basic salary by an amount calculated
by reference to the percentage margin by which C. A. Smith
exceeds such targets with the maximum payable being for the board
of Britton to decide in its absolute discretion.
Under their service contracts each of the executive directors is
entitled in certain circumstances to receive a severance payment
where his employment is terminated following a change of control.
R. G. W. Williams and S. D. Beart have each entered into
termination agreements with Britton dated 25th November, 1997
(the ''Termination Agreements''), whereby, conditionally upon the
Offer becoming or being declared wholly unconditional, they will
each receive a severance payment of pounds 388,000 calculated in
accordance with the provisions relating to severance payments
contained in their service contracts.
E. W. Dawnay has a letter of appointment with Britton which
continues until 8th December, 1998 unless terminated by either
party at any stage. Under the terms of this letter of appointment
E. W. Dawnay is entitled to receive an annual fee of pounds
30,000.
Save as disclosed above, there are no service contracts between
any director or proposed director of Britton with Britton or any
of its subsidiaries having more than twelve months to run and no
such contract has been entered into or amended within the six
months preceding the date of this document.
8. Consultancy Agreements
R. G. W. Williams and S. D. Beart have each entered into
consultancy agreements with ACX (UK) dated 25th November, 1997
(the ''Consultancy Agreements''), whereby, in the event of
termination of their service contracts with Britton pursuant to
the Termination Agreements (''Termination'') each of R. G. W.
Williams and S. D. Beart will provide management services to ACX
from the date of Termination until 31st May, 1998 for up to four
working days per week. Under the Consultancy Agreements R. G. W.
Williams and S. D. Beart would each be entitled to receive a
consultancy fee of pounds 10,000 per month, be provided with a
car which will be transferred to them at the end of the period
for no consideration and will be provided with office space for
five days a week.
9. Other information
(a) Save as disclosed in paragraphs 3, 7 and 8 of this
Appendix IV, no agreement, arrangement or understanding
(including any compensation arrangement) exists between
ACX or the Offeror or any person acting in concert with
them and any of the directors, recent directors,
shareholders or recent shareholders of Britton having
any connection with, or dependence on, or which is
conditional on, the outcome of the Offers and there is
no proposal existing in connection with the Offers
whereby any payment or other benefit will be made or
given to any director of Britton as compensation for
loss of office or as consideration for or in connection
with his retirement from office.
(b) There is no agreement, arrangement or understanding
whereby the beneficial ownership of any of the Shares to
be acquired by the Offeror pursuant to the Offers will
be transferred to any other person, save that the
Offeror reserves the right to transfer any such shares
to any member of the ACX Group.
(c) Save as disclosed in this document, the directors
of ACX and the directors of the Offeror are not aware of
any material change in the financial or trading position
of the ACX Group since 31st December, 1996, the date to
which the latest published audited financial statements
of ACX were prepared.
(d) The expenses of, and incidental to, the preparation
and implementation of the Offers, will be paid by the
ACX Group.
(e) DLJ Phoenix has given and not withdrawn its consent
to the issue of this document with the inclusion of its
name in the form and context in which it is included.
(f) Save as disclosed in this document, the directors
of Britton are not aware of any material change in the
financial or trading position of the Britton Group since
31st December, 1996, the date to which the last audited
financial statements were prepared.
(g) All share prices, unless otherwise stated, are
derived from the Daily Official List for the relevant
day.
(h) Unless otherwise stated, financial information
concerning ACX and Britton has been derived from the
published annual reports and accounts for the relevant
companies for the relevant periods.
(i) The values of the Offers are based on 138,961,265
Ordinary Shares and 3,229,449 Convertible Shares in
issue.
(j) Save as regards the irrevocable undertakings set
out in paragraph 3(c)(iv) above, none of the Offeror,
any person acting in concert with the Offeror, Britton
and any associate of Britton has any indemnity or option
arrangement or any agreement or understanding, formal or
informal, of whatever nature, relating to relevant
securities or securities convertible into, rights to
subscribe for, or options (including trading options) in
respect of, or derivatives referenced to, relevant
securities which may be an inducement to deal or refrain
from dealing.
(k) The registered office of the Offeror is One Silk Street,
London, EC2Y 8HQ. The Offeror is a wholly-owned
subsidiary of ACX. The Offeror was incorporated in
England and Wales on 6th August, 1997.
10. Documents available for inspection
The following documents are available for inspection during
normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at the offices of Linklaters &
Paines, One Silk Street, London, EC2Y 8HQ while the Offers
remain open for acceptance:
(i) the Articles of Incorporation, as amended, and
Bylaws of ACX and the Memorandum and Articles of
Association of the Offeror;
(ii)the Memorandum and Articles of Association of
Britton;
(iii) the published audited consolidated accounts of
ACX for the two financial years ended 31st December,
1996 and 31st December, 1995;
(iv)the unaudited interim consolidated statement of
operations of ACX for the nine months ended 30th
September, 1997;
(v) the published audited consolidated accounts of
Britton for the financial years ended 31st December,
1996 and 31st December, 1995;
(vi)the interim report of Britton for the six months
ended 30th June, 1997;
(vii) the service agreements and termination
agreements referred to in paragraph 7 above and the
consultancy agreements referred to in paragraph 8
above;
(viii) the irrevocable undertakings to accept the
Offers referred to in paragraph 3(c)(iv) above;
(ix)the material contracts referred to in paragraph 6
above;
(x) the letter of consent referred to in paragraph 9(e)
above;
(xi)the Credit Agreement described in paragraph 5 above;
and
(xii) this document and the Forms of Acceptance.
APPENDIX V
Definitions
The following definitions apply throughout this document, unless
the context requires otherwise:
''ACX''
ACX Technologies, Inc.
''ACX Group''
ACX and its subsidiaries and subsidiary
undertakings and, where the context permits
each of them
''ACX (UK)''
ACX (UK) Limited
''Barings''
Baring Brothers International Limited
''Britton''
Britton Group plc
''Britton Group''
Britton and its subsidiary undertakings
''Britton Shareholders''
holders of Ordinary Shares and holders of
Convertible Shares
''Britton Share Option Schemes''
the Britton Group plc Employee Share Option
Scheme, the Firstland Oil and Gas plc
Employee Share Option Scheme, grants of
rollover options to replace options under
the Taco Holdings Limited Scheme, the
Britton Group Incentive Share Option Scheme
1994, the Britton Group Sharesave Scheme
and options granted to certain directors of
Britton on 3rd March, 1992 and 2nd August,
1993 (and including, in the case of Inland
Revenue approved schemes, grants of
unapproved options on similar terms)
''certificated'' or ''in certificated form''
a share or other security which is not in
uncertificated form
''Code''
The City Code on Takeovers and Mergers
''Convertible Offer''
the recommended cash offer made by Barings
on behalf of ACX (UK) to acquire all the
Convertible Shares on the terms and subject
to the conditions set out in this document
and in the relevant Form of Acceptance and,
where the context admits, any subsequent
revision, variation, extension or renewal
thereof
''Convertible Shares''
the 4.5p (net) cumulative convertible
preference shares of 10p each in Britton
''CREST''
the relevant system (as defined in the
Regulations) in respect of which CRESTCo is
the Operator (as defined in the
Regulations)
''CREST member''
a person who has been admitted by CRESTCo
as a system-member (as defined in the
Regulations)
''CREST participant''
a person who is, in relation to CREST, a
system participant (as defined in the
Regulations)
''CREST sponsor''
a CREST participant admitted to CREST as a
CREST sponsor
''CREST sponsored member''
a CREST member admitted to CREST as a
sponsored member
''CRESTCo''
CRESTCo Limited
''Daily Official List''
the Daily Official List of the London Stock
Exchange
''Directors'' or ''Board''
the board of directors of ACX and/or of ACX
(UK) as the context requires
''DLJ Phoenix''
DLJ Phoenix Securities Limited
''Form of Acceptance''
the form of acceptance and authority
relating to the relevant Offer accompanying
this document
''London Stock Exchange''
The London Stock Exchange Limited
''member account ID''
the identification code or membership
number attached to any member account in
CREST
''New York Stock Exchange''
New York Stock Exchange, Inc.
''Offeror''
ACX (UK) Limited
''Offer period''
the period defined in paragraph 6(b) of
Part B of Appendix I
''Offers''
the Ordinary Offer and the Convertible
Offer
''Official List''
the Official List of the London Stock
Exchange
''Ordinary Offer''
the recommended cash offer made by Barings
on behalf of ACX (UK) to acquire all the
Ordinary Shares on the terms and subject to
the conditions set out in this document and
in the relevant Form of Acceptance and,
where the context admits, any subsequent
revision, variation, extension or renewal
thereof
''Ordinary Shares''
the existing unconditionally allotted or
issued and fully paid ordinary shares of
10p each in Britton and any further such
shares which are unconditionally allotted
or issued before the date on which the
Ordinary Offer ceases to be open for
acceptance (or such earlier date as ACX
(UK) may, subject to the Code, decide)
''Panel''
the Panel on Takeovers and Mergers
''participant ID''
the identification code or membership
number used in CREST to identify a
particular CREST member or other CREST
participant
''Regulations''
the Uncertificated Securities Regulations
1995 (SI 1995 No. 95/3272)
''Shares''
the Ordinary Shares and the Convertible
Shares or any of them as the context may
require
''TFE instruction''
a Transfer from Escrow instruction (as
defined by the CREST Manual issued by
CRESTCo)
''TTE instruction''
a Transfer to Escrow instruction (as
defined by the CREST Manual issued by
CRESTCo)
''UK''
the United Kingdom of Great Britain and
Northern Ireland
''uncertificated'' or
''in uncertificated form''
recorded on the relevant register of the
share or security concerned as being held
in uncertificated form in CREST and title
to which, by virtue of the Regulations, may
be transferred by means of CREST
''United States'' or ''US''
the United States of America (including the
District of Columbia), its territories and
possessions, and all other areas subject to
its jurisdiction
''US Act''
the United States Securities Act of 1933,
as amended
''Wider ACX Group''
ACX Group and any company, joint venture,
partnership or firm in which any member of
the ACX Group may be interested, directly
or indirectly, in 20 per cent. or more of
the equity capital
''Wider Britton Group''
Britton Group and any company, joint
venture, partnership or firm in which any
member of the Britton Group may be
interested, directly or indirectly, in 20
per cent. or more of the equity capital
For the purposes of this document, ''subsidiary'' and
''subsidiary undertaking'' have the respective meanings given by
the Companies Act 1985.
Throughout this document an exchange rate of pounds 1 = US$1.690
(being the exchange rate quoted in the Financial Times on 24th
November, 1997, the last business day prior to the announcement
of the Offers) has been used for illustrative purposes only.
